Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree to indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, jointly directors, employees and severally, agree to agents (“Indemnified Parties”) harmless from and indemnify the AgentIndemnified Parties against any and all liabilities, each Noteholder and each Related Party of obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the foregoing Persons Purchased Loans or in connection with any of the transactions contemplated by the Agreement (each such Person being called an “Indemnitee”or the recharacterization of any Transaction) againstand the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and hold each Indemnitee harmless from, disbursements and any and all lossesservicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, claimscollectively “Indemnified Amounts”) which may at any time (including, damageswithout limitation, liabilities such time as the Agreement shall no longer be in effect and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or as a result of (i) relating to, the execution or delivery of this Limited Guaranty, any other Note Purchase Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or Transactions thereunder or the consummation of the transactions contemplated hereby any action taken or thereby, (ii) the use omitted to be taken by any Indemnified Party under or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing; provided, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or (y) result arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from a claim anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Obligor Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against an Indemnitee for all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemniteeaccount debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court are recourse obligations of competent jurisdictionSeller. (b) The Guarantors shall not, without the prior written consent Seller agrees to pay as and when billed by Buyer all of the applicable Indemnitee(s)out-of-pocket costs and expenses incurred by Buyer in connection with the development, effect preparation and execution of, and any settlement amendment, supplement or modification to, the Agreement, this Annex I and the other Transaction Documents or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of any pending or threatened claim, litigation, investigation or proceeding the out-of-pocket costs and expenses incurred in respect connection with the consummation and administration of which such Indemnitee is a party the transactions contemplated hereby and indemnity could have been sought hereunder by such Indemnitee, unless such settlement thereby including without limitation (i) includes an unconditional release all the reasonable fees, disbursements and expenses of such Indemnitee from all liability or claims that are the subject matter of such proceeding counsel to Buyer, not to exceed $15,000 for each Transaction and (ii) does not include a statement as to or an admission of faultall the Due Diligence Fees, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly testing and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees review costs and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Buyer in connection with (i) the exercise or enforcement evaluation of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by New Loan and with respect to any Guarantor to perform or observe any of the provisions hereofTransaction. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsParent agrees to cause the Company to indemnify, jointly defend and severallyhold harmless the Rights Agent for, agree and to indemnify hold the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) Rights Agent harmless against, and hold each Indemnitee harmless fromany loss, any and all lossesliability, claimsjudgment, damagesfine, liabilities and related costs and penalty, claim, demand, suit, cost, damage or expense, including reasonable out-of-pocket expenses (including the fees, charges reasonable costs and disbursements expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligorlegal counsel) arising out of, of or in connection withwith the Rights Agent’s duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending the Rights Agent against any claims, charges, demands, investigations, suits or loss or liability, or as a result enforcement of (i) the execution or delivery of this Limited Guarantyits rights hereunder, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought unless it shall have been finally determined by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from be a direct result of the Rights Agent’s gross negligence negligence, bad faith or willful misconduct or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of such Indemnitee the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or (yrepeal of this Section 3.3(a) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith shall have the effect of such Indemnitee’s obligations hereunder limiting or under any other Note Purchase Document, if denying any such Obligor has obtained rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. Any such amounts incurred in connection with this Section 3.3(a) shall be a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionXxxxx Litigation Expense. (b) The Guarantors shall notParent agrees to cause the Company, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement all events (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Rights Agent or any Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or this Agreement and (ii) to reimburse the failure Rights Agent for all taxes and governmental charges (other than taxes measured by any Guarantor to perform or observe any the Rights Agent’s income) and reasonable and customary out-of-pocket expenses (including reasonable and customary fees and expenses of the provisions hereof. Rights Agent’s counsel) paid or incurred by the Rights Agent in connection with the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. Parent agrees that any invoice for any out-of-pocket expenses and per item fees realized will be rendered and payable by the Company within thirty (d30) The agreements days after receipt by the Company, except for postage and mailing expenses, which funds must be received one (1) Business Day prior to the scheduled mailing date. For the avoidance of doubt, such fees, expenses and reimbursements contained in this Section 4.12 3.3 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documentsbe Xxxxx Litigation Expenses.

Indemnity and Expenses. (a) The Guarantors, Each Grantor agrees jointly and severallyseverally to indemnify, agree reimburse and hold the Holders, beneficial holders, Collateral Trustee and their respective officers, directors, managers, members, employees, representatives and agents (hereinafter in this Section 10.1 referred to indemnify individually as "INDEMNITEE" and collectively as "INDEMNITEES") harmless from any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements (including reasonable attorneys' fees and expenses) (for the Agentpurposes of this Section 10.1 the foregoing are collectively called "EXPENSES") for whatsoever kind or nature which may be imposed on, each Noteholder and each Related Party of asserted against or incurred by any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, Indemnitees in any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee way relating to or asserted against any Indemnitee by any Person (including an Obligor) arising out of, of this Agreement or the documents executed in connection with, herewith or as a result of (i) the execution or delivery of this Limited Guaranty, in any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, way connected with the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation administration of the transactions contemplated hereby or therebythe enforcement of any of the terms of or the preservation of any rights hereunder or in any way relating to or arising out of the manufacture, (ii) the use ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or proposed other disposition or use of the proceeds therefromCollateral (including, without limitation, latent or other defects, whether or not discoverable), the violation of the applicable laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (iiiincluding any Indemnitee), or for property damage) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligorcontract claim; provided that such indemnity no Indemnitee shall not, as be indemnified pursuant to any Indemnitee, be available this Section 10.1 for expenses to the extent that such losses, claims, damages, liabilities caused by or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment attributable to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought Indemnitee. Each Grantor agrees that upon written notice by any Obligor against Indemnitee of any assertion that could give rise to an expense, such Grantor shall assume full responsibility for the defense thereof. Each Indemnitee for a material breach in bad faith agrees to use commercially reasonable efforts to promptly notify such Grantor of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect assertion of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemniteehas knowledge. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, Each Pledgor agrees to jointly and severally, agree to severally indemnify the AgentAdministrative Agent (and any sub-agent thereof), each Noteholder other Secured Party, and each Related Party of any of the foregoing Persons Person (each such Person being called an “Indemnitee”) against, and hold each such Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and or related, reasonable, out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default exists Pledgors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of Pledgors), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) third party or by any Borrower or other Loan Party arising out of, in connection with, or as a result of this Agreement and the other Loan Documents (i) the execution or delivery including enforcement of this Limited Guaranty, any Agreement and the other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any ObligorLoan Documents); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor the Loan Party against an Indemnitee for a material intentional breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Loan Document, if any such Obligor other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not. Each Pledgor will, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Administrative Agent the amount of any and all reasonable expenses, includingincluding its reasonable counsel fees, without limitationcharges and disbursements, and the reasonable fees and expenses of its counsel and disbursements of any experts and agents, that which the Administrative Agent or any Secured Party may incur incur, subject to the foregoing limitations, in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.following:

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Loan Documents: (a) The Guarantors, jointly and severally, agree to Debtor will indemnify the Agent, each Noteholder Secured Party and each Related Party of any of the foregoing Persons its Affiliates (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) third party or by Debtor arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited GuarantySecurity Agreement, any other Note Purchase Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Debtor, and regardless of whether any Obligor; Indemnitee is a party thereto. THE FOREGOING INDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor Debtor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Loan Document, if any such Obligor Debtor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Debtor will upon demand, jointly and severally, demand pay to the Agent Secured Party the amount of any all reasonable out-of-pocket costs and all expenses, includingincluding the reasonable fees, without limitation, the fees charges and expenses disbursements of its Secured Party’s counsel and of any experts and agents, that the Agent or any Secured Party may incur in connection with with: (i) the preparation, negotiation, execution, delivery and administration of this Security Agreement or any modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby shall be consummated) of this Security Agreement and the perfection and preservation of this security interest created under this Security Agreement; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (iii) the exercise or enforcement or protection of any right of the rights of the Agent or the other Secured Parties hereunder or Party hereunder; or (iiiv) the failure by any Guarantor Debtor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Seller hereby agrees to indemnify the AgentPurchaser, each Noteholder Purchaser’s Affiliates and each Related Party of any of the foregoing Persons its and their officers, directors, employees and agents (each such Person being called an “IndemniteeIndemnified Parties”) againstfor, and hold each Indemnitee harmless from, any and all actual documented out-of-pocket liabilities, obligations, losses, claims, damages, liabilities and related costs penalties, actions, judgments, suits, fees, costs, expenses (including, without limitation, the reasonable out-of-pocket fees and expenses of outside counsel) or disbursements (including all of the feesforegoing, charges collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or relating to, or as a result of (i) of, this Agreement, the execution or delivery of this Limited Guarantyother Transaction Documents, any other Note Purchase Document Transactions, any Event of Default or any agreement action taken or instrument contemplated hereby omitted to be taken by any Indemnified Party under or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased Assets relating to or (y) arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act in each case, which does not result from a claim the gross negligence or willful misconduct of any Indemnified Party. In any suit, proceeding or action brought by Purchaser in connection with any Obligor Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against an Indemnitee for all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by any Seller Party or any Affiliate thereof of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemnitee’s obligations account debtor or obligor or its successors from any Seller Party or any Affiliate thereof. The obligation of Seller hereunder or under is a recourse obligation of Seller. This Article 27(a) shall not apply with respect to Taxes other than any other Note Purchase DocumentTaxes that represent losses, if claims, damages, etc. arising from any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionnon-Tax claim. (b) The Guarantors shall notSeller agrees to pay or reimburse upon written demand all of Purchaser’s actual, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party documented and indemnity could have been sought hereunder by such Indemnitee, unless such settlement reasonable out-of-pocket costs and expenses (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur outside counsel) incurred in connection with (i) the exercise preparation, negotiation, execution and consummation of, and any amendment, supplement or modification to, any Transaction Document or any Transaction thereunder, whether or not such Transaction Document (or amendment thereto) or such Transaction is ultimately consummated, (ii) the consummation and administration of any Transaction, (iii) any enforcement of any of the rights provisions of the Agent Transaction Documents, any preservation of the Purchaser’s rights under the Transaction Documents or the other Secured Parties hereunder any performance by Purchaser of any obligations of Seller in respect of any Purchased Asset, or (ii) the failure by if an Event of Default has occurred and is continuing any Guarantor to perform actual or observe attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the provisions hereofCollateral and the Pledged Collateral and for the custody, care or preservation of the Collateral and the Pledged Collateral (including insurance, filing and recording costs) and defending or asserting rights and claims of Purchaser in respect thereof, by litigation or otherwise, (iv) the maintenance of the Collection Account and registering the Collateral and the Pledged Collateral in the name of Purchaser or its nominee, (v) any default by Seller in repurchasing the Purchased Asset after Seller has given a notice in accordance with Article 3(e) of an Early Repurchase Date, (vi) any Breakage Costs incurred by Purchaser in connection with the Purchased Assets, (vii) any failure by Seller to sell any Eligible Asset to Purchaser on the Purchase Date thereof, (viii) any actions taken to perfect or continue any lien created under any Transaction Document, (ix) Purchaser owning any Purchased Asset or other Purchased Item and/or (x) any due diligence performed by Purchaser in accordance with Article 28. All such expenses shall be recourse obligations of Seller to Purchaser under this Agreement. A certificate as to such costs and expenses, setting forth the calculations thereof shall be conclusive and binding upon Seller absent manifest error. (dc) The agreements in this Section 4.12 This Article 27 shall survive repayment termination of the Note Indebtedness and all other amounts payable under the Note Purchase this Agreement and the other Note Purchase Documentsrepurchase of all Purchased Assets.

Indemnity and Expenses. The Pledgors agree jointly and severally: (a) The Guarantors, jointly To indemnify and severally, agree to indemnify hold harmless the Administrative Agent, each Noteholder other Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir respective directors, officers, employees, agents and hold each Indemnitee harmless from, affiliates from and against any and all losses, claims, damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and related costs and expenses (including the fees, charges and disbursements of expenses) in any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) way arising out of, of or in connection withwith this Agreement and the transactions contemplated hereby, or except to the extent the same shall arise as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) The Guarantors shall not, without To pay the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the reasonable fees and expenses of its counsel to the Administrative Agent and of any experts to reimburse the Administrative Agent upon demand for all reasonable costs and agentsexpenses incurred by it, that the Agent or any Secured Party may incur in each case in connection with (i) the engagement of appraisers, consultants, auditors or similar Persons by the Administrative Agent at any time to render opinions concerning the value of the Collateral, (ii) the creation, perfection and maintenance of the perfection of the Administrative Agent’s Liens upon the Collateral, including, without limitation, Lien search, filing and recording fees, (iii) the custody, use or preservation of, or the sale of, collection from or other realization upon, any of the Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (iv) the exercise or enforcement of any rights or remedies granted hereunder, under any of the rights of the Agent other Credit Documents or the other Secured Parties hereunder otherwise available to it (whether at law, in equity or otherwise), or (iiv) the failure by any Guarantor Pledgor to perform or observe any of the provisions hereof. (d) . The agreements in provisions of this Section 4.12 shall survive the execution and delivery of this Agreement, the repayment of any of the Note Indebtedness Secured Obligations, the termination of the Commitments and the termination or expiration of all other amounts payable Letters of Credit under the Note Purchase Credit Agreement, the termination of this Agreement or any other Credit Document, and the other Note Purchase Documentstermination of, and settlement of the Borrower’s obligations under, any Permitted Hedge Agreement to which any Hedge Party is a party.

Indemnity and Expenses. (a) The Guarantors, Each Grantor jointly and severallyseverally agrees to defend, agree to protect, indemnify the Agent, and hold harmless each Noteholder Agent and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, other Indemnitee from and hold each Indemnitee harmless from, against any and all claims, losses, claims, damages, liabilities liabilities, obligations, penalties, fees, reasonable and related documented costs and expenses (including the including, without limitation, reasonable and documented attorneys’ fees, charges costs, expenses and disbursements of any counsel for any Indemnitee), disbursements) incurred by any such Agent or such Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossesthey arise out of or otherwise result from or relate to or are in connection with this Agreement (including, without limitation, enforcement of this Agreement); provided, however, that the Grantors shall not have any obligation to any Agent or any other Indemnitee under this subsection for any claims, damages, losses or liabilities or related expenses (x) which are finally determined by a final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith by such Agent or Indemnitee of such Indemnitee’s its obligations hereunder under this Agreement or under any the other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionLoan Documents. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, Each Grantor jointly and severally, severally agrees to pay to the Agent Agents upon demand the amount of any and all reasonable and documented costs and expenses, including the reasonable and documented fees, costs, expenses and disbursements of counsel for the Agents and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the fees and expenses of its counsel and of any experts and agentsAgents), that which the Agent or any Secured Party Agents may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder Agents hereunder, or (iiiv) the failure by any Guarantor Grantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsSellers (in such capacities, jointly “Indemnifying Parties”) hereby agree on a joint and severallyseveral basis to hold Buyer, agree to Repo Agent and each of their respective Affiliates and each of their respective officers, directors and employees, (“Indemnified Parties”) harmless from and indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, Indemnified Parties against any and all losses, claims, damages, liabilities liabilities, obligations, losses, penalties, actions, judgments, suits, fees, costs, expenses (including reasonable attorneys’ fees and related disbursements of outside counsel) and disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted or awarded against any Indemnified Party in any way whatsoever arising out of or in connection with or relating to (i) this Agreement, any other Transaction Document, any Purchased Loan(s) or any other Repurchase Asset(s), (ii) any breach of a representation, warranty or covenant of any Relevant Party or such Relevant Party’s officers in this Agreement, any other Transaction Document or in any Officer’s Certificate or other document delivered pursuant hereto or thereto, and any and all actions taken or omissions pursuant hereto or thereto; provided, that, in the case of any representation or warranty set forth in Exhibit III, all determinations as to the existence of a breach of any such representation or warranty shall be made without reference to any qualification as to any Relevant Party’s knowledge, it being understood that all such qualifications are made in the interest of full and fair disclosure and to preclude claim of fraud and misrepresentation, but are not intended to limit the remedies available under this Section 19 for breach of any such representation or warranty) or (iii) any Transactions, the actual or proposed use of the proceeds of the Transactions, this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby, including, without limitation, any acquisition or proposed acquisition or any indemnity payable under any Servicing Agreement or other servicing arrangement, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Indemnifying Parties agree to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to any and all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit or other laws, including without limitation ERISA, that, in each case, results from anything other than the gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Indemnifying Parties will save, indemnify and hold Buyer harmless from and against all actual, out-of-pocket expense, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Indemnifying Parties of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Indemnifying Parties. Indemnifying Parties also agree to reimburse each Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses (incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees, charges reasonable fees and disbursements of its outside counsel. To the extent permitted by applicable law, each of Indemnifying Parties and Xxxxx agrees that it shall not assert, and each of Indemnifying Parties and Buyer hereby waives, any counsel claim against the other party, and its directors, employees, attorneys or agents, on any theory of liability for any Indemnitee)special, incurred indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligorapplicable legal requirement) arising out of, in connection with, or as a result of (i) the execution of, or delivery of in any way related to, this Limited Guaranty, Agreement or any other Note Purchase Transaction Document or any agreement or instrument contemplated hereby or therebythereby or referred to herein or therein, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Transaction or the use or proposed use of the proceeds therefromthereof or any act or omission or event occurring in connection therewith, and each of Indemnifying Parties and Buyer hereby waives, releases and agrees not to sue upon any such claim or any such damages on any theory of liability for special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. The provisions set forth in this Section 19(a) shall survive the termination of this Agreement. Each Indemnifying Party hereby acknowledges that its obligations hereunder are course obligations of such Indemnifying Party. This Section 19 shall not apply to claims with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (iiib) Each Seller agrees to pay as and when billed by Xxxxx (i) all Indemnified Amounts provided in Section 19(a), (ii) all of the out-of-pocket costs and expenses incurred by Buyer and its Affiliates in connection with the development, preparation, execution and delivery of, and any actual amendment, supplement or prospective claimmodification to this Agreement and the other Transaction Documents or any other documents prepared in connection herewith or therewith (including, litigationwithout limitation, investigation or proceeding relating (A) all collateral review and Uniform Commercial Code search and filing fees and expenses, (B) all expenses associated with purchase and repurchase transactions under this Agreement and the other Transaction Documents and (C) the reasonable fees and expenses of counsel for such parties with respect to any of the foregoing, whether based on contractwith respect to advising such parties as to their rights and responsibilities, tort or the perfection, protection or preservation of rights or interests, under this Agreement and the other Transaction Documents, with respect to negotiations with any Relevant Party or with other creditors of any Relevant Party arising out of any Default or Event of Default or any events or circumstances that may give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other theorysimilar proceeding involving creditors’ rights generally and any proceeding ancillary thereto), whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to (iii) all of the extent that such losses, claims, damages, liabilities or related out-of-pocket costs and expenses (xand enforcement costs) are determined by a court of competent jurisdiction by final incurred in connection with the consummation and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent administration of the applicable Indemnitee(s)transactions contemplated hereby and thereby including without limitation all the reasonable fees, effect any settlement disbursements and expenses of any pending or threatened claimcounsel to Buyer, litigation, investigation or proceeding in respect of which such Indemnitee is a party (iv) all costs and indemnity could have been sought hereunder expenses contemplated by such Indemnitee, unless such settlement (iSection 13(b)(v) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (iiv) does not include a statement as to or an admission all Diligence Fees (collectively, “Transaction Costs”). Without limiting any of faultthe foregoing, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, the Closing Date Sellers shall pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to Buyer and of any experts and agentsRepo Agent, that the Agent or any Secured Party may incur incurred in connection with (i) the exercise or enforcement development, preparation, execution and delivery of any of the rights of the Agent or this Agreement, the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement Transaction Documents and the other Note Purchase Documentsrelated closing documents and legal opinions.

Indemnity and Expenses. (a) The GuarantorsGrantor agrees to indemnify, jointly defend and severally, agree to indemnify save and hold harmless the Agent, each Noteholder Trustee and each Related Party of any of the foregoing Persons its officers, directors, employees, agents and advisors (each such Person being called each, an “Indemnitee”"Indemnified Party") from and against, and hold each Indemnitee harmless fromshall pay on demand, any and all losses, claims, damages, losses, liabilities and related costs and expenses (including including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from the feesTrustee's performance as Trustee under this Agreement (including, charges and disbursements without limitation, enforcement of any counsel for any Indemniteethis Agreement), incurred by except any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective such claim, litigationdamage, investigation loss, liability or proceeding relating expense as may be attributable to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross its negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionmisconduct. (b) The Guarantors shall not, without Grantor will upon demand pay to the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement Trustee (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees reasonable out-of-pocket costs and expenses of its the Trustee, including the reasonable fees, expenses, and disbursements of counsel to the Trustee and of any experts and agents, that the Agent or any Secured Party Trustee may incur in connection with (iA) the exercise custody, preservation, use or enforcement of operation of, or the sale of, collection from or other realization upon, any of the rights of the Agent or the other Secured Parties hereunder Collateral or (iiB) the failure by any Guarantor the Grantor to perform or observe any of the provisions hereof; and (ii) all costs and expenses of the Trustee and each of the Holders of the Notes in connection with the exercise of any of their rights hereunder or the enforcement of this Agreement (including, without limitation, the reasonable fees and expenses of counsel for the Trustee and each of the Holders of the Notes with respect thereto), whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or in any negotiated settlement or workout, except in the case of clauses (i) and (ii), any such cost, expense, or disbursement as may be attributable to the Trustee's negligence or willful misconduct. (dc) The Without prejudice to the survival of any other agreement of the Grantor hereunder, the agreements and obligations of the Grantor contained in this Section 4.12 16 shall survive repayment the termination of the Note Indebtedness and all other amounts payable under the Note Purchase this Agreement and the other Note Purchase Documentsresignation or removal of the Trustee.

Indemnity and Expenses. (a) The Guarantors, jointly Holder shall not have any liability to any Person and severally, agree to indemnify the Agent, each Noteholder shall be indemnified and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee held harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel by Debtor for any Indemnitee), liability incurred by reason of taking or refraining from taking any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available action with respect to the extent that Collateral, except in the case such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liability results from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought Holder as determined by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Xxxxxx agrees to indemnify Holder from and against any and all claims, losses, and liabilities arising out of or connected with this Agreement (including, without limitation, enforcement of this Agreement), except such claims, losses, or liabilities resulting from Xxxxxx’s gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. This Section 19(a) shall survive any termination of this Agreement. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from Debtor agrees to pay all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all documented out-of-pocket expenses, costs, and disbursements incurred by Xxxxxx (including, without limitation, the all attorneys’ fees and other legal expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Holder in connection therewith) in connection with (i) retaking, holding, collecting, preparing for sale, and selling or otherwise realizing upon, liquidating, or disposing of the exercise Collateral, (ii) the enforcement of its rights hereunder upon the occurrence and during the continuance of an Event of Default, (iii) the performance by Xxxxxx of any agreement, covenant, or enforcement obligation of Debtor contained herein that Debtor has failed or refused to perform, and (iv) the participation or other involvement of Holder with (A) bankruptcy, insolvency, receivership, foreclosure, winding up, or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise, or settlement in respect of any of the rights Collateral, and for the care of the Agent Collateral and defending or asserting rights and claims of Holder in respect thereof, by litigation or otherwise, including expenses of insurance, (B) judicial or regulatory proceedings, and (C) workout, restructuring, or other negotiations or proceedings (whether or not the other Secured Parties hereunder workout, restructuring or (ii) the failure by any Guarantor to perform or observe any of the provisions hereoftransaction contemplated thereby is consummated). (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Grantor agrees to indemnify and hold harmless the Agent, each Noteholder Lender and each of its Related Party of any of the foregoing Persons Parties (each such Person being called each, an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, losses, liabilities and related costs and expenses (including the fees, charges reasonable fees and disbursements expenses of counsel of any counsel for any Indemnitee), Indemnified Party) that may be incurred by any Indemnitee or asserted or awarded against any Indemnitee Indemnified Party, in each case arising out of or in connection with or by any Person reason of (including an Obligor) arising out of, in connection withwith any investigation, litigation or as proceeding or preparation of a result of (idefense in connection therewith) the execution or delivery of this Limited GuarantyAgreement, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby herein or thereby, (ii) the use actual or proposed use of the proceeds therefrom, or of the Commitment except that the Grantor shall not have any obligation hereunder to any Indemnified Party with respect to (iiii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liability resulting from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase DocumentIndemnified Party, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a final, non- appealable judgment by a court of competent jurisdiction, or (ii) disputes between or among the Lender and any assignee of the Lender’s rights or obligations under this Agreement or any Person who has purchased a participation in or to all or a portion of the Lender’s rights and obligations under this Agreement that do not involve any acts or omissions of the Grantor. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Grantor or any of its Related Parties or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Grantor also agrees not to assert any claim against the Lender and any of its Related Parties on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Commitment. Without prejudice to the survival of any other agreement of the Grantor hereunder, the agreements and obligations of the Grantor contained in this Section 12 shall survive the payment in full of the Secured Obligations hereunder. (b) The Guarantors shall notGrantor will, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent each applicable Indemnified Party the amount of any and all reasonable expenses, including, without limitation, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured such Indemnified Party may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of the Grantor, (iii) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder such Indemnified Party hereunder, or (iiiv) the failure by any Guarantor the Grantor to perform or observe any of the provisions hereof. (dc) The Without prejudice to the survival of any other agreement of the Grantor hereunder, the agreements and obligations of the Grantor contained in this Section 4.12 12 shall survive repayment the payment in full of the Note Indebtedness principal, interest and all other amounts payable hereunder or under the Note Purchase Credit Agreement and the other Note Purchase Loan Documents.

Indemnity and Expenses. (a) The Guarantors, jointly Secured Party shall not have any liability to any Person and severally, agree to indemnify the Agent, shall be indemnified and held harmless by each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel Guarantors for any Indemnitee), liability incurred by reason of taking or refraining from taking any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available action with respect to the extent that such lossesCollateral, claims, damages, liabilities or related expenses (x) are determined by a court except in the case of competent jurisdiction by final and nonappealable judgment to have resulted from the Secured Party's gross negligence or willful misconduct misconduct. Each of the Guarantors agrees to indemnify Secured Party from and against any and all claims, losses, and liabilities arising out of or connected with this Agreement (including, without limitation, enforcement of this Agreement), except such Indemnitee claims, losses, or (yliabilities resulting solely from Secured Party's gross negligence or willful misconduct. This Section 21(a) result from a claim brought by shall survive any Obligor against an Indemnitee for a material breach in bad faith termination of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionthis Agreement. (b) The Guarantors shall not, without the prior written consent Each of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as Guarantors agrees to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, severally pay to the Agent the amount of any and all expenses, costs, and disbursements incurred by Secured Party (including, without limitation, the all attorneys' fees and other legal expenses of its counsel and of any experts and agents, that the Agent or any incurred by Secured Party may incur in connection therewith) in connection with (i) retaking, holding, collecting, preparing for sale, and selling or otherwise realizing upon, liquidating, or disposing of the exercise Collateral, (ii) the enforcement of its rights hereunder upon the occurrence and during the continuance of an Event of Default, (iii) the performance by Secured Party of any agreement, covenant, or enforcement obligation of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe Guarantors contained herein that any of the provisions hereof. Guarantors has failed or refused to perform, and (dv) The agreements the participation or other involvement of Secured Party with (x) bankruptcy, insolvency, receivership, foreclosure, winding up, or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise, or settlement in this Section 4.12 shall survive repayment respect of any of the Note Indebtedness Collateral, and all for the care of the Collateral and defending or asserting rights and claims of Secured Party in respect thereof, by litigation or otherwise, including expenses of insurance, (y) judicial or regulatory proceedings, and (z) workout, restructuring, or other amounts payable under negotiations or proceedings (whether or not the Note Purchase Agreement and the other Note Purchase Documentsworkout, restructuring or transaction contemplated thereby is consummated).

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, jointly directors and severally, agree to employees (“Indemnified Parties”) harmless from and indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, Indemnified Parties against any and all actual, out-of-pocket liabilities, obligations, losses, claims, damages, liabilities and related costs and penalties, actions, judgments, suits, Indemnified Taxes, fees, costs, expenses (including the fees, charges reasonable attorneys’ fees and disbursements of outside counsel and any counsel for and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any Indemnitee)time (including, incurred by any Indemnitee without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or as a result of (i) the execution or delivery of relating to, this Limited Guaranty, any other Note Purchase Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or Transactions thereunder or the consummation of the transactions contemplated hereby any action taken or thereby, (ii) the use omitted to be taken by any Indemnified Party under or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing; provided, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans relating to or (y) result arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from a claim anything other than the gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Obligor Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against an Indemnitee for all actual, out-of-pocket expense, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemniteeaccount debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its outside counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. For avoidance of doubt, this Section 20 shall not apply to claims with respect to Taxes, Excluded Taxes, or under any other Note Purchase DocumentOther Taxes, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined which are governed by a court of competent jurisdictionSection 3 hereof. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party Seller agrees to pay as and indemnity could have been sought hereunder when billed by such Indemnitee, unless such settlement Buyer (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and Indemnified Amounts provided in Section 20(a), (ii) does not include a statement as to or an admission all of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees out-of-pocket costs and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Buyer in connection with (i) the exercise development, preparation and execution of, and any amendment, supplement or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor modification to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsTransaction Documents or any other documents prepared in connection herewith or therewith, (iii) all of the out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation all the fees, disbursements and expenses of counsel to Buyer, (iv) all costs and expenses contemplated by Section 14(b)(v) and (v) all the Diligence Fees (collectively, “Transaction Costs”).

Indemnity and Expenses. (a) The GuarantorsGrantor agrees to indemnify, jointly reimburse and severallyhold the Trustee, agree to indemnify the AgentBeneficiary, each Noteholder other Lender and each Related Party their respective successors, assigns, employees, affiliates and agents (hereinafter in this Section 8.16 referred to individually as “Indemnitee,” and collectively as “Indemnitees”) harmless from any and all liabilities, obligations, damages, injuries, penalties, claims, demands, actions, suits, judgments and any and all costs, expenses or disbursements (including reasonable attorneys’ fees and expenses) (for the purposes of this Section 8.16 the foregoing are collectively called “expenses”) of whatsoever kind and nature imposed on, asserted against or incurred by any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, Indemnitees in any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee way relating to or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, Deed of Trust or in any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, way connected with the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation administration of the transactions contemplated hereby or therebythe enforcement of any of the terms of, (ii) or the use preservation of any rights under any thereof, or proposed in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition, or use of the proceeds therefromMortgaged Property (including, without limitation, latent or other defects, whether or not discoverable), the violation of the laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (iii) including any actual Indemnitee), or prospective property damage), or contract claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity no Indemnitee shall notbe indemnified pursuant to this Section 8.16 for losses, as to any Indemnitee, be available damages or liabilities to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined caused by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction in a final and non-appealable decision). Grantor agrees that upon written notice by any Indemnitee of the assertion of such a liability, obligation, damage, injury, penalty, claim, demand, action, suit or judgment, Grantor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to promptly notify Grantor of any such assertion of which such Indemnitee has knowledge. (b) The Guarantors shall notWithout limiting the application of Section 8.16(a) hereof, without Grantor agrees to pay or reimburse the prior written consent of Beneficiary and the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of Trustee for any and all expensesreasonable fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation or protection of the Beneficiary’s Liens on, and security interest in, the Mortgaged Property, including, without limitation, the all fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur taxes in connection with (i) the exercise recording or enforcement filing of instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of the rights Mortgaged Property, premiums for insurance with respect to the Mortgaged Property and all other fees, costs and expenses in connection with protecting, maintaining or preserving the Mortgaged Property and the Beneficiary’s interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Agent Mortgaged Property. (c) Without limiting the application of Section 8.16(a) or 8.16(b) hereof, Grantor agrees to pay, indemnify and hold each Indemnitee harmless from and against any loss, costs, damages and expenses which such Indemnitee may suffer, expend or incur in consequence of or growing out of any misrepresentation by Grantor in this Deed of Trust or in any writing contemplated by or made or delivered pursuant to or in connection with this Deed of Trust. If and to the other Secured Parties hereunder or (ii) extent that the failure by obligations of Grantor under this Section 8.16 are unenforceable for any Guarantor reason, Grantor hereby agrees to perform or observe any make the maximum contribution to the payment and satisfaction of the provisions hereofsuch obligations which is permissible under applicable law. (d) Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Secured Obligations secured by the Mortgaged Property. The agreements indemnity obligations of Grantor contained in this Section 4.12 8.16 shall survive repayment continue in full force and effect notwithstanding the full payment of all of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsSecured Obligations.

Indemnity and Expenses. (a) The GuarantorsDebtor hereby indemnifies and agrees to hold harmless Secured Party, jointly its affiliates, agents and severally, agree to indemnify the Agentcounsel, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called which is referred to as an “IndemniteeIndemnified Person”) against, from and hold each Indemnitee harmless from, against any and all lossesliabilities, obligations, claims, losses, damages, liabilities and related costs and penalties, actions, judgments, suits, costs, expenses (including the fees, charges and or disbursements of any counsel for any Indemnitee)kind or nature whatsoever which may be imposed on, incurred by any Indemnitee by, or asserted against any Indemnitee Indemnified Person (whether or not caused by any Indemnified Person’s sole, concurrent or contributory negligence) growing out of or resulting from Debtor’s failure to perform the Obligations and the transactions and events at any time associated therewith, including without limitation the enforcement of the Obligations and the defense of any Indemnified Person’s actions and inactions in connection with the Obligations, except to the limited extent such liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Indemnified Person are proximately caused by such Indemnified Person’s gross negligence or willful misconduct. If any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document without limitation Debtor or any agreement of Debtor’s affiliates) ever alleges such gross negligence or instrument contemplated hereby or therebywillful misconduct by any Indemnified Person, the performance by the parties hereto of their respective obligations hereunder indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or thereunder or the consummation of the transactions contemplated hereby or therebyreimbursement, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that until such indemnity shall not, time as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by enters a final judgment as to the extent and nonappealable judgment to have resulted from effect of the alleged gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee misconduct. The indemnification provided for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment the termination of this Agreement and shall extend to and continue to benefit each Person who is or has at any time been any Indemnified Person, including without limitation any Person who has ceased to be an Indemnified Person, whether by assignment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsObligations, termination of this Agreement, or otherwise.

Indemnity and Expenses. In addition to, but not in duplication of, any similar obligations under other Credit Documents: (a) The Guarantors, jointly Each Grantor agrees to pay or reimburse the Administrative Agent for all of its reasonable and severally, agree to indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related documented out-of-pocket costs and expenses (including the with respect to attorney costs, limited to reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent and disbursements of any counsel for any Indemnitee), the other Secured Parties) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out in connection with the preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and any other documents prepared in connection withherewith or therewith, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or and the consummation and administration of the transactions contemplated hereby or and thereby, including the reasonable fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in its capacity as counsel to the Administrative Agent, and one counsel in each appropriate local jurisdiction (iiother than any allocated costs of in-house counsel) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court the Borrower would be required to do so pursuant to Section 14.5 of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionCredit Agreement. (b) The Guarantors shall notEach Grantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement (with respect to attorney costs, without limited to the prior written consent reasonable fees, disbursements and other charges of one primary counsel and one additional local counsel in each material jurisdiction to the Administrative Agent and the other Secured Parties and, solely in the case of an actual or potential conflict of interest, one additional legal counsel in each of the applicable Indemnitee(s), effect any settlement jurisdictions of any pending or threatened claim, litigation, investigation or proceeding in respect the affected Administrative Agent and the other Secured Parties) to the extent the Borrower would be required to do so pursuant to Section 14.5 of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such IndemniteeCredit Agreement. (c) The Guarantors will upon demandEach Grantor agrees to pay, jointly indemnify, and severallyhold harmless the Administrative Agent, pay to the Agent the amount of each other Secured Party and their respective Related Parties from and against, (i) any and all expenses, including, without limitation, the recording and filing fees and (ii) any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses of its counsel and or disbursements of any experts and agentskind or nature whatsoever, that whether or not such proceedings are brought by the Agent Borrower, any other Grantor, any of their respective Related Parties or any Secured Party may incur in connection other third Person (with (i) respect to attorney costs, limited to the exercise or enforcement reasonable and documented fees, disbursements and other charges of any of one primary counsel for the rights of the Administrative Agent or and the other Secured Parties hereunder Parties, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction for the Administrative Agent and the other Secured Parties, taken as a whole (unless there is an actual or (ii) perceived conflict of interest in which case each such Person may, with the failure by any Guarantor to perform or observe any consent of the provisions hereofBorrower (not to be unreasonably withheld or delayed) retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 14.5 of the Credit Agreement. (d) The agreements in this Section 4.12 5.6 shall survive the repayment of the Note Indebtedness Loans and all any other amounts payable under the Note Purchase Credit Agreement and the other Note Purchase Credit Documents.

Indemnity and Expenses. (a) The Guarantorsparties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in the Credit Agreement and references to “the Borrower” therein shall be read as if they were references to each Grantor and references to “the Administrative Agent” therein shall be read as if they were references to the Collateral Agent. (b) Without limitation of its indemnification obligations under the other Loan Documents, jointly the Borrower and severally, each Grantor agree to indemnify the Agent, each Noteholder Collateral Agent and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) of, the execution execution, delivery or delivery performance of this Limited Guaranty, any other Note Purchase Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing agreements or instruments contemplated hereby, or to the Collateral, whether based on contract, tort or not any other theory, whether brought by Indemnitee is a third party or by any Obligorthereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or controlling Persons or any of the officers, directors, employees, agents, advisors or members of any of the foregoing, in each case who are involved in or aware of the Transactions (as determined by a court of competent jurisdiction by in a final and nonappealable judgment non-appealable decision) or (y) disputes solely between and among such Indemnitees to have resulted the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates (other than with respect to a claim against an Indemnitee acting in its capacity as Collateral Agent, Administrative Agent or similar role under the Loan Documents unless such claim arose from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction). (bc) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. The Guarantors provisions of this Section 16 shall not, without the prior written consent remain operative and in full force and effect regardless of the applicable Indemnitee(s)termination of this Agreement or any other Loan Document, effect any settlement the consummation of the transactions contemplated hereby, the repayment of any pending of the Secured Obligations, the invalidity or threatened claim, litigation, investigation unenforceability of any term or proceeding in respect provision of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability this Agreement or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpabilityany other Loan Document, or a failure to act any investigation made by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Collateral Agent or any Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereof. (d) The agreements in Party. All amounts due under this Section 4.12 16 shall be payable within ten days of written demand therefor. This Section 16 shall survive repayment the termination of the Note Indebtedness and all other amounts payable under the Note Purchase this Agreement and the other Note Purchase Documentsresignation or removal of the Collateral Agent.

Indemnity and Expenses. Americas 91413044 47 (a) The Guarantors, jointly and severally, agree to indemnify Without in any way limiting the Agentterms of the Indenture, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstGrantor agrees to indemnify, pay and hold each Indemnitee harmless fromthe Collateral Agent and its officers, partners, directors, trustees, investment advisors, employees, agents and Affiliates from and against any and all liabilities, obligations, losses, damages, penalties, claims, damagescosts, liabilities and related costs and expenses (including the fees, charges and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for the Collateral Agent in connection with any Indemniteeinvestigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not the Collateral Agent shall be designated as a party or a potential party thereto, and any fees or expenses incurred by the Collateral Agent in enforcing this indemnity) which the Collateral Agent or its officers, partners, directors, trustees, investment advisors, employees, agents or Affiliates may incur in connection with this Security Agreement (including, without limitation, the enforcement of this Security Agreement), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out ofexcept liabilities, in connection withobligations, or as a result of (i) the execution or delivery of this Limited Guarantylosses, any other Note Purchase Document or any agreement or instrument contemplated hereby or therebydamages, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossespenalties, claims, damagescosts, liabilities expenses or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted disbursements resulting from the such indemnified party’s gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought as determined by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 11(a) may be unenforceable in whole or in part because they are in violation of any law or public policy, the applicable Grantor shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all such liabilities, obligations, losses, damages, penalties, claims, costs, expenses and disbursements, subject to the limitations set forth herein and in the Indenture. (b) The Guarantors shall notEach Grantor will, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Collateral Agent the amount of any and all reasonable expenses, including, without limitation, including the reasonable fees and expenses of its counsel counsel, advisors, and of any experts and agents, that the Collateral Agent or any Secured Party may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder or (iiiv) the failure breach by any Guarantor to perform or observe any Grantor of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and Buyer’s Affiliates and each of their respective officers, jointly directors and severally, agree to employees (the “Indemnified Parties”) harmless from and indemnify the AgentIndemnified Parties against any and all liabilities, each Noteholder and each Related Party of obligations, losses, damages, penalties, actions, judgments, suits, that may be payable or determined to be payable with respect to any of the foregoing Persons Purchased Assets or in connection with any of the transactions contemplated by this Agreement (each such Person being called an “Indemnitee”or the recharacterization of any Transaction) againstand the documents delivered in connection herewith and therewith , and hold each Indemnitee harmless fromfees, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased Assets) or disbursements (other than special, punitive or consequential damages, which shall in no event be payable by Seller unless arising from a third party claim against Buyer) (all of the foregoing, collectively, “Indemnified Amounts”) that may at any counsel for any Indemnitee)time (including, incurred by any Indemnitee without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or as a result of (i) the execution or delivery of relating to, this Limited Guaranty, any other Note Purchase Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or Transactions thereunder or the consummation of the transactions contemplated hereby any action taken or thereby, (ii) the use omitted to be taken by any Indemnified Party under or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall notnot be liable for Indemnified Amounts resulting from the bad faith, as gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any Indemniteeviolation or alleged violation of any environmental law, be available to rule or regulation or any consumer credit laws, including without limitation ERISA, the extent that such lossesTruth in Lending Act and/or Real Estate Settlement Procedures Act, claimsthat, damagesin each case, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted results from anything other than the gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenses, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such Indemnitee account debtor or (yobligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. This Section 20(a) result shall not apply to any Indemnified Amounts that represent Taxes other than any Taxes that represent losses, claims, damages, etc. resulting from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionnon-Tax claim. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party Seller agrees to pay as and indemnity could have been sought hereunder when billed by such Indemnitee, unless such settlement Buyer (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and Indemnified Amounts provided in Section 20(a), (ii) does not include a statement as all of the costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to this Agreement and the other Transaction Documents or an admission of fault, culpability, any other documents prepared in connection herewith or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, therewith including, without limitation, all the fees fees, disbursements and expenses of its counsel to Buyer, (iii) all of the costs and of any experts and agents, that the Agent or any Secured Party may incur expenses incurred in connection with (i) the exercise or enforcement of any consummation and administration of the rights Transactions contemplated hereby and thereby including, without limitation, all the fees, disbursements and expenses of counsel to Buyer, (iv) all costs and expenses contemplated by Section 14(b)(v) and (v) all the Agent or the other Secured Parties hereunder or Diligence Fees (ii) the failure by any Guarantor to perform or observe any of the provisions hereofcollectively, “Transaction Costs”). (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsCompany agrees to indemnify, jointly defend and severallyhold harmless each Shareholder Representative Person and the Rights Agent for, agree and to indemnify hold each Shareholder Representative Person and the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) Rights Agent harmless against, and hold each Indemnitee harmless fromany loss, any and all lossesliability, claimsjudgment, damagesfine, liabilities and related costs and penalty, claim, demand, suit, cost, damage or expense, including reasonable out-of-pocket expenses (including the fees, charges reasonable costs and disbursements expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligorlegal counsel) arising out of, of or in connection withwith the Rights Agent’s and the Shareholder Representative’s respective duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending the Rights Agent and each individual member of the Committee that comprises or controls the Shareholder Representative against any claims, charges, demands, investigations, suits or loss or liability, or as a result enforcement of (i) the execution or delivery of this Limited Guarantyits rights hereunder, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought unless it shall have been finally determined by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from be a direct result of the Rights Agent’s or such Shareholder Representative Person’s, as applicable, gross negligence negligence, bad faith or willful misconduct or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of such Indemnitee the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or (yrepeal of this Section 3.3(a) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith shall have the effect of such Indemnitee’s obligations hereunder limiting or under any other Note Purchase Document, if denying any such Obligor rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Shareholder Representative as fees and charges, but not including reimbursable expenses. Indemnification under this Section 3.3(a) shall continue as to a Person who has obtained ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Any such amounts incurred by the Company in connection with this Section 3.3(a) shall be a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionModusLink Sale Expense. (b) The Guarantors shall notCompany or any of its Affiliates shall, without if and as requested by the prior written consent Shareholder Representative at any time from and after the Effective Time through the termination of this Agreement, pay to or at the direction of the applicable Indemnitee(sShareholder Representative fees and expenses incurred at the direction of the Shareholder Representative pursuant to this Agreement (“Shareholder Representative Reimbursement Amount”). Subject to the next sentence, the Company or any of its Affiliates shall, if and as requested by the Shareholder Representative at any time from and after the Effective Time through the termination of this Agreement, transfer to a joint account of the Company and the Shareholder Representative funds in the amount of $100,000 less the Shareholder Representative Reimbursement Amount actually paid through that date for use as directed by the Shareholder Representative (the “Shareholder Representative Expense Amount”) pursuant to this Agreement. If any amounts are required in excess of $100,000 (and, to the extent the Shareholder Representative Expense Amount has been funded, only after such amount has been fully expended), effect any settlement then at the request of any pending the Shareholder Representative from time to time, the Company or threatened claim, litigation, investigation or proceeding an Affiliate of the Company will promptly pay such additional fees and expenses incurred at the direction of the Shareholder Representative pursuant to this Agreement and/or pre-fund to such joint account an amount reasonably specified by the Shareholder Representative in respect of which expected expenses in connection with the ModusLink Sale (including payments to such Indemnitee is advisors as the Shareholder Representative may choose to engage in connection with the ModusLink Sale) and performance of its obligations and duties hereunder (any such amount, a party “Pre-Funded Amount”). Any amounts held in such joint account shall be treated as owned by the Company for all income tax purposes, any interest or other income earned with respect to such joint account shall be reported as income of the Company for tax purposes and, for the avoidance of doubt, no portion of the Shareholder Representative Reimbursement Amount, the Shareholder Representative Expense Amount or any Pre-Funded Amount shall be considered income to the Shareholder Representative for tax purposes. The parties hereto will prepare all Tax Returns in a manner consistent with the foregoing sentence. Any Shareholder Representative Reimbursement Amount and indemnity could have been sought hereunder by any amounts (and only such Indemniteeamounts) actually spent from the Shareholder Representative Expense Amount or Pre-Funded Amounts shall be included in the calculation of ModusLink Sale Expenses hereunder. Any funds from the Shareholder Representative Expense Amount or Pre-Funded Amounts that remain unused on the earlier of the consummation of the Entire ModusLink Sale and the Sale Deadline (taking into account the completion of the procedures set forth in Section 2.4) shall be distributed from the joint account to the Company five (5) Business Days after the payment of the ModusLink CVR Payment Amount. For the avoidance of doubt, unless the Company or one of its Affiliates shall pay all ModusLink Sales Expenses, including any such settlement (i) includes an unconditional release ModusLink Sale Expenses incurred at the direction of the Shareholder Representative, subject to the deduction of such Indemnitee ModusLink Sale Expenses from all liability the payments to the Holders as is provided for hereunder. Notwithstanding the foregoing, after the completion of an Entire ModusLink Sale, the Company’s consent, which shall not be unreasonably withheld, will be required for any fees or claims expenses that are the subject matter Shareholder Representative may wish to incur pursuant to this Section 3.3(b), to the extent that the aggregate amount of such proceeding fees and (ii) does not include a statement as to or an admission expenses would exceed the amount of fault, culpability, or a failure to act by or on behalf of deferred consideration reasonably expected from such IndemniteeEntire ModusLink Sale. (c) The Guarantors will upon demandCompany agrees, jointly and severally, in all events (i) to pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Rights Agent or any Secured Party may incur in connection with (ithis Agreement as set forth on Schedule 3.3(c) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or hereto and (ii) to reimburse the failure Rights Agent for all taxes and governmental charges (other than taxes measured by any Guarantor to perform or observe any the Rights Agent’s income) and reasonable and customary out-of-pocket expenses (including reasonable and customary fees and expenses of the provisions hereof. Rights Agent’s counsel) paid or incurred by the Rights Agent in connection with the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. Any invoice for any out-of-pocket expenses and per item fees realized will be rendered and payable by the Company within thirty (d30) The agreements days after receipt by the Company, except for postage and mailing expenses, which funds must be received one (1) Business Day prior to the scheduled mailing date. For the avoidance of doubt, such fees, expenses and reimbursements contained in this Section 4.12 3.3 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documentsbe ModusLink Sale Expenses.

Indemnity and Expenses. (a) The GuarantorsSellers (in such capacities, jointly “Indemnifying Parties”) hereby agree on a joint and severallyseveral basis to hold Buyer, agree to Repo Agent and each of their respective Affiliates and each of their respective officers, directors and employees, (“Indemnified Parties”) harmless from and indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, Indemnified Parties against any and all losses, claims, damages, liabilities liabilities, obligations, losses, penalties, actions, judgments, suits, fees, costs, expenses (including reasonable attorneys’ fees and related disbursements of outside counsel) and disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted or awarded against any Indemnified Party in any way whatsoever arising out of or in connection with or relating to (i) this Agreement, any other Transaction Document, any Purchased Loan(s) or any other Repurchase Asset(s), (ii) any breach of a representation, warranty or covenant of any Relevant Party or such Relevant Party’s officers in this Agreement, any other Transaction Document or in any Officer’s Certificate or other document delivered pursuant hereto or thereto, and any and all actions taken or omissions pursuant hereto or thereto; provided, that, in the case of any representation or warranty set forth in Exhibit III, all determinations as to the existence of a breach of any such representation or warranty shall be made without reference to any qualification as to any Relevant Party’s knowledge, it being understood that all such qualifications are made in the interest of full and fair disclosure and to preclude claim of fraud and misrepresentation, but are not intended to limit the remedies available under this Section 19 for breach of any such representation or warranty) or (iii) any Transactions, the actual or proposed use of the proceeds of the Transactions, this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby, including, without limitation, any acquisition or proposed acquisition or any indemnity payable under any Servicing Agreement or other servicing arrangement, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Indemnifying Parties agree to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to any and all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit or other laws, including without limitation ERISA, that, in each case, results from anything other than the gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Indemnifying Parties will save, indemnify and hold Buyer harmless from and against all actual, out-of-pocket expense, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Indemnifying Parties of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Indemnifying Parties. Indemnifying Parties also agree to reimburse each Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses (incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees, charges reasonable fees and disbursements of its outside counsel. To the extent permitted by applicable law, each of Indemnifying Parties and Buyer agrees that it shall not assert, and each of Indemnifying Parties and Buyer hereby waives, any counsel claim against the other party, and its directors, employees, attorneys or agents, on any theory of liability for any Indemnitee)special, incurred indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligorapplicable legal requirement) arising out of, in connection with, or as a result of (i) the execution of, or delivery of in any way related to, this Limited Guaranty, Agreement or any other Note Purchase Transaction Document or any agreement or instrument contemplated hereby or therebythereby or referred to herein or therein, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Transaction or the use or proposed use of the proceeds therefromthereof or any act or omission or event occurring in connection therewith, and each of Indemnifying Parties and Buyer hereby waives, releases and agrees not to xxx upon any such claim or any such damages on any theory of liability for special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. The provisions set forth in this Section 19(a) shall survive the termination of this Agreement. Each Indemnifying Party hereby acknowledges that its obligations hereunder are course obligations of such Indemnifying Party. This Section 19 shall not apply to claims with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (iiib) Each Seller agrees to pay as and when billed by Buyer (i) all Indemnified Amounts provided in Section 19(a), (ii) all of the out-of-pocket costs and expenses incurred by Buyer and its Affiliates in connection with the development, preparation, execution and delivery of, and any actual amendment, supplement or prospective claimmodification to this Agreement and the other Transaction Documents or any other documents prepared in connection herewith or therewith (including, litigationwithout limitation, investigation or proceeding relating (A) all collateral review and Uniform Commercial Code search and filing fees and expenses, (B) all expenses associated with purchase and repurchase transactions under this Agreement and the other Transaction Documents and (C) the reasonable fees and expenses of counsel for such parties with respect to any of the foregoing, whether based on contractwith respect to advising such parties as to their rights and responsibilities, tort or the perfection, protection or preservation of rights or interests, under this Agreement and the other Transaction Documents, with respect to negotiations with any Relevant Party or with other creditors of any Relevant Party arising out of any Default or Event of Default or any events or circumstances that may give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other theorysimilar proceeding involving creditors’ rights generally and any proceeding ancillary thereto), whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to (iii) all of the extent that such losses, claims, damages, liabilities or related out-of-pocket costs and expenses (xand enforcement costs) are determined by a court of competent jurisdiction by final incurred in connection with the consummation and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent administration of the applicable Indemnitee(s)transactions contemplated hereby and thereby including without limitation all the reasonable fees, effect any settlement disbursements and expenses of any pending or threatened claimcounsel to Buyer, litigation, investigation or proceeding in respect of which such Indemnitee is a party (iv) all costs and indemnity could have been sought hereunder expenses contemplated by such Indemnitee, unless such settlement (iSection 13(b)(v) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (iiv) does not include a statement as to or an admission all Diligence Fees (collectively, “Transaction Costs”). Without limiting any of faultthe foregoing, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, the Closing Date Sellers shall pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to Buyer and of any experts and agentsRepo Agent, that the Agent or any Secured Party may incur incurred in connection with (i) the exercise or enforcement development, preparation, execution and delivery of any of the rights of the Agent or this Agreement, the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement Transaction Documents and the other Note Purchase Documentsrelated closing documents and legal opinions.

Indemnity and Expenses. (a) The Guarantors, Pledgors jointly and severally, severally agree to indemnify and hereby indemnify the AgentPledgee and its successors and assigns and their respective directors, each Noteholder officers, agents, employees, advisors, shareholders, attorneys and each Related Party of any of the foregoing Persons Affiliates (each such Person being called each, an “Indemnitee”"Indemnified Party") against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related costs and expenses Claims (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out ofexcept, in connection withthe case of each Indemnified Party, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have directly resulted from the such Indemnified Party's gross negligence or willful misconduct misconduct) arising out of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith reason of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release any litigation, investigation, claim or proceeding related to (A) this Agreement or the transactions contemplated hereby or (B) the Pledgee's entering into this Agreement or any other agreements and documents relating hereto (other than consequential damages and loss of such Indemnitee from all liability anticipated profits or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expensesearnings), including, without limitation, amounts paid in settlement, court costs and the fees and expenses disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding and (ii) any pending, threatened or actual action, claim, proceeding or suit by any shareholder or director of a Pledgor or any actual or purported violation of a Pledgor's Governing Documents or any other agreement or instrument to which a Pledgor is a party or by which any of its properties is bound. In addition, the Pledgors shall, upon demand, pay to the Pledgee all costs and expenses incurred by the Pledgee (including the fees and disbursements of counsel and of any experts and agents, that the Agent or any Secured Party may incur other professionals) in connection with (ia) enforcing or defending its rights under or in respect of this Agreement or any other document or instrument now or hereafter executed and delivered in connection herewith, (b) collecting the exercise Obligations or enforcement otherwise administering this Agreement and (c) foreclosing or otherwise realizing upon the Collateral or any part thereof. If and to the extent that the obligations of the Pledgors hereunder are unenforceable for any reason, the Pledgors hereby agree to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Pledgors' obligations under this Section 13 shall survive any termination of this Agreement, the termination, expiration or Collateralization of all Letters of Credit and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereofObligations. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree to indemnify Without limiting the Agent, each Noteholder and each Related Party generality of any of the foregoing Persons provisions of the Note, each Grantor hereby indemnifies and holds harmless the Lender, and each of its respective officers, directors, employees and agents (each such Person being called an the “IndemniteeIndemnified Parties”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damageslosses and liabilities arising out of or resulting from this Security Agreement (including, liabilities and related costs and expenses (including the feeswithout limitation, charges and disbursements enforcement of any counsel for any Indemniteethis Security Agreement), incurred by except claims, losses or liabilities resulting from any Indemnitee Indemnified Party’s gross negligence, willful misconduct or asserted against any Indemnitee by any Person unlawful acts; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (including an Obligor) arising out ofOTHER THAN GROSS NEGLIGENCE), in connection withREGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, or as a result of (i) the execution or delivery of this Limited GuarantyACTIVE OR PASSIVE, any other Note Purchase Document or any agreement or instrument contemplated hereby or therebyIMPUTED, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available JOINT OR TECHNICAL. If and to the extent that the foregoing undertaking may be unenforceable for any reason, such losses, claims, damages, liabilities or related expenses (x) are determined by a court Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of competent jurisdiction by final and nonappealable judgment to have resulted from each of the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or foregoing which is permissible under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionapplicable law. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Each Grantor will upon demand, jointly and severally, demand pay to the Agent Lender and any local counsel the amount of any and all reasonable expenses, including, without limitation, including the reasonable fees and expenses disbursements of its counsel and of any experts and agents, that which the Agent or Lender and any Secured Party local counsel may incur in connection herewith, including without limitation in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder Lender and any local counsel, or (iiiv) the failure by any Guarantor such Grantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, Each Pledgor jointly and severallyseverally agrees to defend, agree to protect, indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Indemnitee harmless from, from and against any and all losses, claims, damages, liabilities and related liabilities, obligations, penalties, fees, reasonable costs and expenses (including the including, without limitation, reasonable attorneys' fees, charges costs and disbursements of any counsel for any Indemnitee), expenses incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligorsuch Indemnitee) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossesthey arise out of or otherwise result from this Agreement (including, claimswithout limitation, damagesenforcement of this Agreement), liabilities or related expenses (xprovided, however, that the Pledgors shall not have any obligation to any Indemnitee under this Section 10(a) are determined for any Indemnified Matter caused by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a final judgment of a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, Each Pledgor jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, includingincluding the reasonable fees, without limitationcosts, expenses and disbursements of the fees and expenses of its Collateral Agent's counsel and of any experts and agentsagents (including, that without limitation, any collateral trustee which may act as agent of the Collateral Agent) which the Collateral Agent or any Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder hereunder, or (iiiv) the failure by any Guarantor Pledgor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsWithout limiting the generality of the provisions of Section 10.4 of the Credit Agreement, jointly the Pledgor agrees to hold harmless and severally, agree to indemnify the Collateral Agent, each Noteholder other Lender Party and each Related Party of any of their respective officers, directors, employees and agents (the foregoing Persons (each such Person being called an “Indemnitee”"Indemnified Parties") against, from and hold each Indemnitee harmless from, against any and all claims, losses, claims, damages, and liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, of or as a result of (i) the execution or delivery of resulting from this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort Pledge Agreement or any other theoryLoan Document (including enforcement of this Pledge Agreement), whether brought by a third party except claims, losses or by any Obligorliabilities resulting from such Indemnified Party's gross negligence or willful misconduct; provided that such indemnity shall notPROVIDED, as to any IndemniteeHOWEVER, be available THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. If and to the extent that such lossesthe foregoing undertaking may be unenforceable for any reason, claims, damages, liabilities or related expenses (x) are determined by a court the Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of competent jurisdiction by final and nonappealable judgment to have resulted from each of the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or foregoing which is permissible under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionapplicable law. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Pledgor will upon demand, jointly and severally, demand pay to the Collateral Agent and any local counsel the amount of any and all reasonable expenses, including, without limitation, including the reasonable fees and expenses disbursements of its counsel and of any experts and agents, that which the Collateral Agent or and any Secured Party local counsel may incur in connection with herewith, including without limitation, (ia) the administration of this Pledge Agreement, the Credit Agreement and each other Loan Document; (b) the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; (c) the exercise or enforcement of any of the rights of the Collateral Agent and any local counsel or any of the other Secured Lender Parties hereunder hereunder; or (iid) the failure by any Guarantor the Pledgor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Seller hereby agrees to indemnify the AgentPurchaser and its and their officers, each Noteholder directors, employees and each Related Party of any of the foregoing Persons agents (each such Person being called an “IndemniteeIndemnified Parties”) againstfor, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and related costs penalties, actions, judgments, suits, fees, costs, expenses (including, without limitation, the reasonable fees and expenses of outside counsel and, subject to Article 28, the costs of obtaining updated appraisals) or disbursements (including all of the feesforegoing, charges collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or relating to, or as a result of (i) of, this Agreement, the execution or delivery of this Limited Guarantyother Transaction Documents, any other Note Purchase Document Transactions, any Event of Default or any agreement action taken or instrument contemplated hereby omitted to be taken by any Indemnified Party under or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased Assets relating to or (y) result arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act that in each case results from a claim anything other than Purchaser’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Purchaser in connection with any Obligor Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against an Indemnitee for all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by any Seller Party or any Affiliate thereof of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemnitee’s obligations account debtor or obligor or its successors from any Seller Party or any Affiliate thereof. The obligation of Seller hereunder or under any other Note Purchase Document, if any such Obligor has obtained is a final and nonappealable judgment in its favor on such claim as determined by a court recourse obligation of competent jurisdictionSeller. (b) The Guarantors shall not, without the prior written consent Seller agrees to pay or reimburse on demand all of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party Purchaser’s costs and indemnity could have been sought hereunder by such Indemnitee, unless such settlement expenses (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur outside counsel) incurred in connection with (i) the exercise preparation, negotiation, execution and consummation of, and any amendment, supplement or modification to, any Transaction Document or any Transaction thereunder, whether or not such Transaction Document (or amendment thereto) or such Transaction is ultimately consummated, (ii) the consummation and administration of any Transaction, (iii) any enforcement of any of the rights provisions of the Agent Transaction Documents, any preservation of the Purchaser’s rights under the Transaction Documents or the other Secured Parties hereunder any performance by Purchaser of any obligations of Seller in respect of any Purchased Asset, or (ii) the failure by any Guarantor to perform actual or observe attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the provisions hereofCollateral and for the custody, care or preservation of the Collateral (including insurance, filing and recording costs) and defending or asserting rights and claims of Purchaser in respect thereof, by litigation or otherwise, (iv) the maintenance of the Collection Account and registering the Collateral in the name of Purchaser or its nominee, (v) any default by Seller in repurchasing the Purchased Asset after Seller has given a notice in accordance with Article 3(e) of an Early Repurchase Date, (vi) any Breakage Costs, (vii) any failure by Seller to sell any Eligible Asset to Purchaser on the Purchase Date thereof, (viii) any actions taken to perfect or continue any lien created under any Transaction Document, (ix) Purchaser owning any Purchased Asset or other Purchased Item and/or (x) any due diligence performed by Purchaser in accordance with Article 28. All such expenses shall be recourse obligations of Seller to Purchaser under this Agreement. A certificate as to such costs and expenses, setting forth the calculations thereof shall be conclusive and binding upon Seller absent manifest error. (c) This Article 27 shall survive termination of this Agreement and the repurchase of all Purchased Assets. (d) The agreements in this Section 4.12 This Article 27 shall survive repayment of the Note Indebtedness and all have no application with respect to Taxes other amounts payable under the Note Purchase Agreement and the other Note Purchase Documentsthan any Taxes that represent, losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Each Grantor hereby agrees to indemnify and hold harmless the Agent, each Noteholder Lender (and any sub-agent thereof) the Lender and each Related Party of any of the foregoing Persons Lender (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, from any and all losses, claims, damages, liabilities liabilities, claims and related costs and expenses (including the fees, charges fees and disbursements expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligorany Grantor ) other than such Indemnitee and its Related Parties arising out of, in connection withwith or resulting from this Agreement (including, or as a result of (i) the execution or delivery without limitation, enforcement of this Limited Guaranty, any other Note Purchase Document Agreement) or any agreement or instrument contemplated hereby or therebyfailure of any Secured Obligations to be the legal, the performance by the parties hereto valid, and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theoryterms, whether brought by a third party or by such Grantor, and regardless of whether any ObligorIndemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (yii) result from a claim brought by any Obligor Grantor or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Note Purchase Loan Document, if any such Obligor Grantor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.jurisdiction or (iii) result from a claim not involving an act or omission of any Loan Party or any of its subsidiaries and that is brought by an Indemnitee against another Indemnitee (other than against the Lender in its capacities as such (b) The Guarantors To the fullest extent permitted by applicable law, each Grantor hereby agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of proceeds thereof. No Indemnitee shall not, without be liable for any damages arising from the prior written consent of the applicable Indemnitee(s), effect any settlement use of any pending information or threatened claimother materials distributed by it through telecommunications, litigation, investigation electronic or proceeding other information transmission systems in respect of which such Indemnitee is a party and indemnity could have been sought hereunder connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemniteeunintended recipients. (c) The Guarantors will upon demandEach Grantor agrees to pay or reimburse the Lender for all its costs and expenses incurred in collecting against such Grantor its Secured Obligations or otherwise protecting, jointly enforcing or preserving any rights or remedies under this Agreement and severallythe other Loan Documents to which such Grantor is a party, pay to the Agent the amount of any and all expenses, including, without limitation, including the fees and expenses other charges of its counsel and of any experts and agents, that to the Agent or any Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereofLender. (d) The All amounts due under this Section shall be payable after demand therefor. (e) Without prejudice to the survival of any other agreement of any Grantor under this Agreement or any other Loan Documents, the agreements and obligations of each Grantor contained in this Section 4.12 shall survive repayment termination of the Note Indebtedness Loan Documents and payment in full of the Obligations and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documentsthis Agreement.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree to indemnify Whether or not the Agenttransactions contemplated hereby are consummated, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, Grantor shall indemnify and hold each Indemnitee harmless from, from and against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, charges, expenses and related costs and expenses disbursements (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee)) of any kind or nature whatsoever (excluding costs and expenses specifically referred to in Section 11.04 of the Credit Agreement) which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of any Agent or replacement of any Lender) be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any Person (including an Obligor) way relating to or arising out of, of or in connection withwith the execution, delivery, enforcement, performance or as a result of (i) the execution or delivery administration of this Limited Guaranty, Agreement or any other Note Purchase Document or any agreement agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether brought or not caused by a third party or by arising, in whole or in part, out of the negligence of any ObligorIndemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses Indemnified Liabilities (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (yii) result from a claim brought by the Company or any Obligor other Loan Party against an such Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Loan Document, if any the Company or such Obligor Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the use by others of this Agreement or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby transmitted through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party or any of its officers, directors or employees. In no event shall any Indemnitee have any liability for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 22 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not an Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 22 shall be payable within ten Business Days after demand therefor. The agreements in this Section 22 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. The Administrative Agent and each Lender agrees that in the event that any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnitee, or any remedial, removal or response action which is requested of it or any other Indemnitee, for which the Administrative Agent or such Lender may desire indemnity or defense hereunder, the Administrative Agent or such Lender shall notify the Company in writing of such event; provided that failure to so notify the Company shall not affect the right of the Administrative Agent or such Lender to seek indemnification under this Section. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Each Grantor will upon demand, jointly and severally, demand pay to the Administrative Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Administrative Agent or any Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Administrative Agent or the other Secured Parties hereunder or (iiiv) the failure by any Guarantor such Grantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsCompany agrees to indemnify, jointly defend and severallyhold harmless each Shareholder Representative Person and the Rights Agent for, agree and to indemnify hold each Shareholder Representative Person and the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) Rights Agent harmless against, and hold each Indemnitee harmless fromany loss, any and all lossesliability, claimsjudgment, damagesfine, liabilities and related costs and penalty, claim, demand, suit, cost, damage or expense, including reasonable out-of-pocket expenses (including the fees, charges reasonable costs and disbursements expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligorlegal counsel) arising out of, of or in connection withwith the Rights Agent’s and the Shareholder Representative’s respective duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending the Rights Agent and each individual member of the Committee that comprises or controls the Shareholder Representative against any claims, charges, demands, investigations, suits or loss or liability, or as a result enforcement of (i) the execution or delivery of this Limited Guarantyits rights hereunder, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought unless it shall have been finally determined by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from be a direct result of the Rights Agent’s or such Shareholder Representative Person’s, as applicable, gross negligence negligence, bad faith or willful misconduct or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of such Indemnitee the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or (yrepeal of this Section 3.3(a) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith shall have the effect of such Indemnitee’s obligations hereunder limiting or under any other Note Purchase Document, if denying any such Obligor rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Shareholder Representative as fees and charges, but not including reimbursable expenses. Indemnification under this Section 3.3(a) shall continue as to a Person who has obtained a final ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Any such amounts incurred by the Company in connection with this Section 3.3(a) shall be an LDI Sale Expense. The costs and nonappealable judgment expenses incurred in its favor on such claim as determined enforcing this right of indemnification shall be paid by a court of competent jurisdictionthe Company. (b) The Guarantors shall notCompany or any of its Affiliates shall, without if and as requested by the prior written consent Shareholder Representative at any time from and after the Effective Date through the termination of this Agreement, pay to or at the direction of the applicable Indemnitee(sShareholder Representative fees and expenses incurred at the direction of the Shareholder Representative pursuant to this Agreement (“Shareholder Representative Reimbursement Amount”). Any Shareholder Representative Reimbursement Amount and any amounts (and only such amounts) shall be included in the calculation of LDI Sale Expenses and LDI Licensing Expenses hereunder. For the avoidance of doubt, the Company or one of its Affiliates shall pay all LDI Sale Expenses and LDI Licensing Expenses, including any such LDI Sale Expenses and LDI Licensing Expenses incurred at the direction of the Shareholder Representative, subject to the deduction of such LDI Sale Expenses and LDI Licensing Expenses from the payments to the Holders as is provided for hereunder. Notwithstanding the foregoing, after the completion of an Entire LDI Sale, the Company’s consent, which shall not be unreasonably withheld, will be required for any fees or expenses that the Shareholder Representative may wish to incur pursuant to this Section 3.3(b), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release to the extent that the aggregate amount of such Indemnitee fees and expenses would exceed the amount of deferred consideration reasonably expected from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such IndemniteeEntire LDI Sale. (c) The Guarantors will upon demandCompany agrees, jointly and severally, in all events (i) to pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Rights Agent or any Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or this Agreement in accordance with a mutually agreed upon schedule and (ii) to reimburse the failure Rights Agent for all taxes and governmental charges (other than taxes measured by any Guarantor to perform or observe any the Rights Agent’s income) and reasonable and customary out-of-pocket expenses (including reasonable and customary fees and expenses of the provisions hereof. Rights Agent’s counsel) paid or incurred by the Rights Agent in connection with the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. Any invoice for any out-of-pocket expenses and per item fees realized will be rendered and payable by the Company within thirty (d30) The agreements days after receipt by the Company, except for postage and mailing expenses, which funds must be received one (1) Business Day prior to the scheduled mailing date. For the avoidance of doubt, such fees, expenses and reimbursements contained in this Section 4.12 3.3 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documentsbe LDI Sale Expenses or LDI Licensing Expenses, as applicable.

Indemnity and Expenses. (a) The GuarantorsCompany agrees to indemnify, jointly defend and severally, agree to indemnify the Agent, hold harmless each Noteholder and each Related Party of any of the foregoing Persons (each such Shareholder Representative Person being called an “Indemnitee”) againstfor, and hold each Indemnitee the Rights Agent harmless fromagainst, any loss, liability, claim, demand, suit, cost, damage or expense, including reasonable out-of-pocket expenses arising out of or in connection with the Rights Agent’s and all lossesthe Shareholder Representative’s respective duties under this Agreement, claims, damages, liabilities and related including the reasonable out-of-pocket costs and expenses (including of defending the fees, charges Rights Agent and disbursements each individual member of any counsel for any Indemnitee), incurred by any Indemnitee the Committee that comprises or asserted controls the Shareholder Representative against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damagescharges, liabilities demands, investigations, suits or related expenses (x) are loss or liability, unless it shall have been finally determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from be a direct result of the Rights Agent’s or such Shareholder Representative Person’s gross negligence negligence, bad faith or willful misconduct of or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Indemnitee Person entitled to be indemnified under this Section 3.3(a) who was, or (y) result from is threatened to be made a claim brought by any Obligor against an Indemnitee for named defendant or respondent in a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigationcharge, demand, investigation or proceeding suit in respect advance of which such Indemnitee is a party the final disposition thereof and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or an admission repeal of faultthis Section 3.3(a) shall have the effect of limiting or denying any such rights with respect to claims, culpabilitycharges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, arising from, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur arising in connection with (i) this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the exercise or enforcement of any of amounts paid hereunder by the rights of Company to the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereof. (d) The agreements in Shareholder Representative as fees and charges, but not including reimbursable expenses. Indemnification under this Section 4.12 3.3(a) shall survive repayment of continue as to a Person who has ceased to serve in the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.capacity which initially entitled such Person to indemnity

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Guarantor agrees to indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors Guarantor shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Guarantor will upon demand, jointly and severally, demand pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any the Guarantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Pledgor agrees to indemnify the Agent, each Noteholder Collateral Agent and each Related other Secured Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damageslosses and liabilities in any way relating to, liabilities growing out of or resulting from this Agreement and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby(including, (ii) the use or proposed use without limitation, enforcement of the proceeds therefromthis Agreement), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, losses or liabilities result solely from Collateral Agent's or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such other Secured Party's gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as finally determined by a court of competent jurisdiction. (b) The Guarantors Pledgor shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including, without limitation, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent or any Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder hereunder, or (iiiv) the failure by any Guarantor Pledgor to perform or observe any of the provisions hereof. (dc) The agreements In the event of any public sale described in this Section 4.12 13, Pledgor agrees to indemnify and hold harmless Collateral Agent and each of Collateral Agent's directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which Collateral Agent or such other persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Collateral Agent and such other persons for any legal or other expenses reasonably incurred by Collateral Agent and such other persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including without limitation any and all fees, costs and expenses whatsoever reasonably incurred by Collateral Agent and such other persons and counsel for Collateral Agent and such other persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall survive repayment be in addition to any liability which Pledgor may otherwise have and shall extend upon the same terms and conditions to each person, if any, that controls Collateral Agent or such persons within the meaning of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsSecurities Act.

Indemnity and Expenses. (a) The GuarantorsWithout limiting the generality of the provisions of Section 10.4 of the First Lien Credit Agreement, jointly each Grantor hereby indemnifies and severally, agree to indemnify holds harmless the Administrative Agent, each Noteholder Secured Party and each Related Party of any of their respective officers, directors, employees and agents (the foregoing Persons (each such Person being called an “IndemniteeIndemnified Parties”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, losses and liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, of or as a result of (i) the execution or delivery of resulting from this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort Security Agreement or any other theoryLoan Document (including, whether brought by a third party without limitation, enforcement of this Security Agreement), except claims, losses or by liabilities resulting from any ObligorIndemnified Party’s gross negligence, willful misconduct or unlawful acts; provided that such indemnity shall notPROVIDED, as to any IndemniteeHOWEVER, be available THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. If and to the extent that such lossesthe foregoing undertaking may be unenforceable for any reason, claims, damages, liabilities or related expenses (x) are determined by a court each Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of competent jurisdiction by final and nonappealable judgment to have resulted from each of the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or foregoing which is permissible under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionapplicable law. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Each Grantor will upon demand, jointly and severally, demand pay to the Administrative Agent and any local counsel the amount of any and all reasonable expenses, including, without limitation, including the reasonable fees and expenses disbursements of its counsel and of any experts and agents, that which the Administrative Agent or and any Secured Party local counsel may incur in connection herewith, including without limitation in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Administrative Agent and any local counsel or any of the other Secured Parties hereunder hereunder, or (iiiv) the failure by any Guarantor Grantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Mortgagor agrees to indemnify the Agent, each Noteholder Mortgagee from and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, against any and all losses, claims, damageslosses and liabilities growing out of or resulting from this Mortgage (including, liabilities and related costs and expenses (including without limitation, the fees, charges and disbursements defense or enforcement of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery Lien of this Limited Guaranty, any other Note Purchase Document Mortgage) or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding otherwise relating to any proceeding alleging a violation by the Mortgagor or the Mortgagee of the foregoingany law, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, except claims, damages, losses or liabilities or related expenses (x) are determined by a court of competent jurisdiction by final resulting solely and nonappealable judgment to have resulted directly from the Mortgagee's gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionmisconduct. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Mortgagor will upon demand, jointly and severally, demand pay to the Agent Mortgagee the amount of any and all costs and expenses, including, without limitation, including the fees and expenses disbursements of its the Mortgagee's counsel and of any experts and agents, that which the Agent or any Secured Party Mortgagee may incur in connection with (i) the administration of this Mortgage, (ii) the custody, preservation, use, operation or management of, or the sale of, collection from, or other realization upon, any of the Mortgaged Property, (iii) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder Mortgagee hereunder, or (iiiv) the failure by any Guarantor the Mortgagor to perform or observe any of the provisions hereof, together with interest thereon, to the extent permitted by Applicable Law, at the default rate specified in Section 2.04(c) of the Financing Agreement, from the time such payments are made by the Mortgagee to the date of reimbursement by the Mortgagor. All such costs and expenses, together with interest thereon, shall be added to and included in the Obligations and shall be secured by this Mortgage. (dc) The agreements Notwithstanding any notice or grace period contained herein or in this Section 4.12 any other Loan Document and in addition to any other payments required hereunder or in any other Loan Document, in the event any payment provided for herein shall survive repayment become overdue for a period in excess of 10 days, the Note Indebtedness and all other amounts payable under Mortgagor will pay on demand a late charge of four cents ($.04) for each dollar so overdue for the Note Purchase Agreement and purpose of defraying the other Note Purchase Documentsexpenses incident to handling such delinquent payment.

Indemnity and Expenses. (a) The Guarantors, Grantors hereby jointly and severally, severally agree to indemnify and hold harmless the Agent, each Noteholder Collateral Agent and each Related other Secured Party and each of any of the foregoing Persons their affiliates, officers, directors, employees, agents, advisors and other representatives (each such Person being called each, an “IndemniteeIndemnified Party”) against, from and hold against (and reimburse each Indemnitee harmless from, Indemnified Party as the same are incurred for) any and all losses, claims, damages, losses, liabilities and related costs and expenses (including including, without limitation, the reasonable fees, disbursements and other charges and disbursements of any counsel for any Indemnitee), counsel) that may be incurred by any Indemnitee or asserted or awarded against any Indemnitee by any Person (including an Obligor) Indemnified Party, in each case arising out ofof or in connection with or by reason of (including, without limitation, in connection withwith any investigation, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation litigation or proceeding relating to any or preparation of the foregoing, whether based on contract, tort a defense in connection therewith) this Agreement or any other theorytransactions contemplated herein or the exercise of any rights or remedies provided herein (in all cases except as expressly otherwise provided herein, whether brought by a third party or by any Obligor; provided that such indemnity shall notnot caused or arising, as to any Indemniteein whole or in part, be available out of the comparative, contributory or sole negligence of the Indemnified Party), except, in each case, to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses (x) are determined expense is found in a final, nonappealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party’s gross negligence or negligence, willful misconduct or bad faith. In the case of an investigation, litigation or proceeding to which this indemnity applies, such Indemnitee indemnity shall be effective whether or (y) result from a claim not such investigation, litigation or proceeding is brought by a Grantor, any Obligor against of its Subsidiaries, equity holders or creditors, a third party or an Indemnitee for Indemnified Party and whether or not an Indemnified Party is otherwise a material breach party thereto. No Indemnified Party shall have any liability (whether direct or indirect, in bad faith contract or tort, or otherwise) to any Grantor or any of such Indemnitee’s obligations hereunder their Affiliates, equity holders or under creditors arising out of or in connection with, or related to any other Note Purchase Documentaspect of, if any such Obligor has obtained this Agreement, except to the extent of direct damages determined in a final and final, nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. It is further agreed that the Indemnified Parties (i) shall only have liability to the Grantors (as opposed to any other Person) and, in each case, shall be liable solely in respect of its own obligations or actions under or in connection with this Agreement on a several, and not joint, basis with any other Indemnified Party and (ii) shall not be liable for any special, indirect, consequential or punitive damages. Notwithstanding any other provision hereof, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Each Grantor will upon demand, jointly and severally, demand pay to the Collateral Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent or any Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder or (iiiv) the failure by any Guarantor such Grantor to perform or observe any of the provisions hereof. (dc) The agreements in this Section 4.12 shall survive repayment All expenses of the Note Indebtedness protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other amounts payable under payments required to be made by Collateral Agent to any Person to realize upon any Collateral, shall be borne and paid by Grantors. The Collateral Agent shall not be liable or responsible in any way for the Note Purchase Agreement and safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in the Collateral Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Note Purchase DocumentsPerson whatsoever, but the same shall be at Grantors’ sole risk.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Seller hereby agrees to indemnify the AgentBuyer, each Noteholder Buyer’s Affiliates and each Related Party of their officers, directors, employees and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, reasonable, out-of-pocket costs and expenses or disbursements (including reasonable and documented attorneys’ fees and disbursements of outside counsel) (all of the foregoing Persons (each such Person being called an included amounts, collectively “IndemniteeIndemnified Amounts”) againstthat may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way arising out of, of or in connection with, or relating to, or as a result of (i) of, this Agreement, the execution or delivery of this Limited Guarantyother Transaction Documents, any other Note Purchase Document Event of Default or any agreement Transaction or instrument contemplated hereby any action taken or thereby, the performance omitted to be taken by the parties hereto of their respective obligations hereunder any Indemnified Party under or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or (y) result arising out of any violation or alleged violation of any Environmental Law or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from a claim anything other than the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Obligor Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller shall save, indemnify and hold Buyer harmless from and against an Indemnitee for all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by any Seller Party or any Affiliate thereof of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemniteeaccount debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s obligations hereunder actual out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under any other Note Purchase DocumentTransaction Document or Transaction, if any such Obligor has obtained a final including without limitation the reasonable and nonappealable judgment in documented fees and disbursements of its favor on such claim as determined by a court outside counsel. Seller hereby acknowledges that the obligations of competent jurisdictionSeller hereunder are recourse obligations of Seller. (b) The Guarantors shall not, without the prior written consent Seller agrees to pay or reimburse on demand all of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party Buyer’s costs and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel accountants, attorneys and of any experts and agentsadvisors, that the Agent or any Secured Party may incur incurred in connection with (i) the exercise preparation, negotiation, execution and consummation of, and any amendment, supplement or modification to, any Transaction Document or any Transaction thereunder, whether or not such Transaction Document (or amendment thereto) or such Transaction is ultimately consummated, (ii) the consummation and administration of any Transaction, (iii) any enforcement of any of the rights provisions of the Agent Transaction Documents, any preservation of the Buyer’s rights under the Transaction Documents or the other Secured Parties hereunder any performance by Buyer of any obligations of Seller in respect of any Purchased Asset, or (ii) the failure by any Guarantor to perform actual or observe attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the provisions hereofCollateral and for the custody, care or preservation of the Collateral (including insurance, filing and recording costs) and defending or asserting rights and claims of Buyer in respect thereof, by litigation or otherwise, (iv) the maintenance of the Waterfall Account and registering the Collateral in the name of Buyer or its nominee, (v) any default by Seller in repurchasing the Purchased Asset after Seller has given a notice in accordance with Article 3(e) of an Early Repurchase Date, (vi) [Intentionally Omitted], (vii) any failure by Seller to sell any Eligible Asset to Buyer on the Purchase Date thereof, (viii) any actions taken to perfect or continue any lien created under any Transaction Document, (ix) Buyer owning any Purchased Asset or other Purchased Item until the time Buyer exercises its right to sell all of the Purchased Assets pursuant to Article 13(b)(ii)(D)(1) after an Event of Default and/or (x) any due diligence performed by Buyer in accordance with Article 26. All such expenses shall be recourse obligations of Seller to Buyer under this Agreement. A certificate as to such costs and expenses, setting forth the calculations thereof shall be conclusive and binding upon Seller absent manifest error. (c) This Article 25 shall survive termination of this Agreement and the repurchase of all Purchased Assets. (d) The agreements in this Section 4.12 This Article 25 shall survive repayment of the Note Indebtedness and all have no application with respect to Taxes other amounts payable under the Note Purchase Agreement and the other Note Purchase Documentsthan any Covered Taxes that represent, losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. (a) The Guarantors, Each Grantor jointly and severallyseverally agrees to defend, agree to protect, indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Indemnitee harmless from, from and against any and all losses, claims, damages, liabilities and related liabilities, obligations, penalties, fees, reasonable costs and expenses (including the including, without limitation, reasonable attorneys' fees, charges costs and disbursements of any counsel for any Indemnitee), expenses incurred by any such Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossesthey arise out of or otherwise result from this Agreement (including, claimswithout limitation, damagesenforcement of this Agreement), liabilities or related expenses (xprovided, however, that the Grantors shall not have any obligation to any Indemnitee under this Section 8(a) are determined for any Indemnified Matter caused by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a final judgment of a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, Each Grantor jointly and severally, severally agrees to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the fees and expenses of its counsel and of any experts and agentsCollateral Agent), that which the Collateral Agent or any Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder hereunder, or (iiiv) the failure by any Guarantor Grantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree TARC agrees to indemnify the Agent, each Noteholder Disbursement Agent and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstConstruction Supervisor, and hold each Indemnitee harmless fromtheir officers, directors, employees, agents, attorneys-in-fact and affiliates (the "Indemnified Parties"), from and against any and all losses, claims, damageslosses and liabilities directly or indirectly caused by, liabilities and related costs and expenses to or resulting from this Agreement (including the feesincluding, charges and disbursements without limitation, enforcement of any counsel for any Indemniteethis Agreement), incurred by any Indemnitee except claims, losses or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of liabilities resulting from (i) the execution or delivery valid claims of TARC against such Indemnified Party arising out of a breach of this Limited Guaranty, any other Note Purchase Document Agreement by such Indemnified Party or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefromsuch Indemnified Party's bad faith, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach misconduct, in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Documenteither case, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a final judgment of a court of competent jurisdiction. (b) The Guarantors shall notTARC shall, without the prior written consent promptly upon demand but no later than thirty (30) days after its receipt of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severallyinvoice, pay to the Disbursement Agent and the Construction Supervisor the amount of any and all reasonable expenses, including, without limitation, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Agent Disbursement Agent, TEC or any Secured Party the Construction Supervisor may incur in connection with (i) this Agreement, (ii) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (iiiii) the failure by any Guarantor TARC to perform or observe any of the provisions hereof. (c) The issuance of a Construction Supervisor's Certificate or the making of any disbursement from any of the Accounts or part thereof shall not constitute an approval or acceptance of the work or material by TEC, the Construction Supervisor or the Disbursement Agent, nor shall it give rise to any liability or responsibility related to: (i) the quality of the work, the quantity of the work, the rate or progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith; and (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans. (d) The agreements in this Section 4.12 shall survive repayment Any inspection of the Note Indebtedness work that either TEC, the Disbursement Agent or the Construction Supervisor may choose to make, whether through any consulting engineer, agent or employee or officer, during the progress of the work shall be solely for TEC's, the Disbursement Agent's or the Construction Supervisor's information, and all under no circumstances will any such inspection be deemed to have been made for the purpose of supervising or superintending the work or for the information or protection of any right or interest of any Persons other amounts payable under than TEC, the Note Purchase Agreement and Disbursement Agent, the other Note Purchase DocumentsConstruction Supervisor or the Holders.

Indemnity and Expenses. (a) The GuarantorsEach Grantor agrees, jointly and severally, agree to defend, protect, indemnify and hold the Agent, each Noteholder Collateral Agent and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstBuyers, jointly and hold each Indemnitee severally, harmless from, from and against any and all losses, claims, damages, liabilities and related losses, liabilities, obligations, penalties, fees, costs and expenses (including the including, without limitation, reasonable legal fees, charges costs, expenses, and disbursements of any counsel for any Indemniteesuch Person's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), incurred except claims, losses or liabilities resulting solely and directly from such Person's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction. To the extent permitted by applicable law, none of the Grantor, the Buyers, nor the Collateral Agent shall assert, and each Grantor, each Buyer and the Collateral Agent hereby waives, any Indemnitee or asserted claim against any Indemnitee by Grantor, any Person Buyer and the Collateral Agent, on any theory of liability for special, indirect, consequential or punitive damages (including an Obligoras opposed to direct or actual damages) arising out of, in connection with, or as a result of (i) the execution or delivery of of, this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionAgreement. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demandEach Grantor agrees, jointly and severally, to upon demand pay to the Collateral Agent the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the fees and expenses of its counsel and of any experts and agentsCollateral Agent), that which the Collateral Agent or any Secured Party may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder (including attorneys’ fees in connection therewith), or (iiiv) the failure by any Guarantor Grantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. Borrowers jointly and severally agree: (a) The Guarantors, jointly To indemnify and severally, agree to indemnify the Agent, each Noteholder hold harmless Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstits respective directors, officers, employees, agents and hold each Indemnitee harmless from, affiliates from and against any and all losses, claims, damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and related costs and expenses (including the fees, charges and disbursements of expenses) in any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) way arising out of, of or in connection withwith this Agreement and the transactions contemplated hereby, or except to the extent the same shall arise as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.the party seeking to be indemnified; and (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party To pay and indemnity could have been sought hereunder by such Indemnitee, unless such settlement reimburse Lender upon demand for all reasonable costs and expenses (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the reasonable attorneys’ fees and expenses of its counsel and of any experts and agents, expenses) that the Agent or any Secured Party Lender may incur in connection with (i) the custody, use or preservation of, or the sale of, collection from or other realization upon, any of the Collateral, including the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (ii) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties remedies granted hereunder (including, without limitation, under Article V) or otherwise available to it (whether at law, in equity or otherwise), or (iiiii) the failure by any Guarantor Borrower to perform or observe any of the provisions hereof. (d) , including, without limitation, reasonable attorneys’ fees, legal expenses and reasonable costs of collection, seizure of Collateral, preservation of Collateral, and disposition of Collateral in endeavoring to enforce the terms, conditions or provisions of this Agreement and/or collect amounts owing Lender in accordance with this Agreement, the workout thereof, and representation of Lender in any proceeding for the seizure of a Vessel or any insolvency proceeding or case under any Bankruptcy Code or any similar bankruptcy, insolvency, or receivership laws of any other jurisdiction. The agreements in provisions of this Section 4.12 6.1 shall survive the execution and delivery of this Agreement, the repayment of any of the Note Indebtedness and all other amounts payable Secured Obligations, the termination of the commitments under the Note Purchase Loan Agreement and the termination of this Agreement or any other Note Purchase DocumentsCredit Document.

Indemnity and Expenses. (a) The GuarantorsCompany agrees to indemnify, jointly defend and severally, agree to indemnify the Agent, hold harmless each Noteholder and each Related Party of any of the foregoing Persons (each such Shareholder Representative Person being called an “Indemnitee”) againstfor, and hold each Indemnitee the Rights Agent harmless fromagainst, any loss, liability, claim, demand, suit, cost, damage or expense, including reasonable out-of-pocket expenses arising out of or in connection with the Rights Agent’s and all lossesthe Shareholder Representative’s respective duties under this Agreement, claims, damages, liabilities and related including the reasonable out-of-pocket costs and expenses (including of defending the fees, charges Rights Agent and disbursements each individual member of any counsel for any Indemnitee), incurred by any Indemnitee the Committee that comprises or asserted controls the Shareholder Representative against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damagescharges, liabilities demands, investigations, suits or related expenses (x) are loss or liability, unless it shall have been finally determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from be a direct result of the Rights Agent’s or such Shareholder Representative Person’s gross negligence negligence, bad faith or willful misconduct or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of such Indemnitee the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or (yrepeal of this Section 3.3(a) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith shall have the effect of such Indemnitee’s obligations hereunder limiting or under any other Note Purchase Document, if denying any such Obligor rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Shareholder Representative as fees and charges, but not including reimbursable expenses. Indemnification under this Section 3.3(a) shall continue as to a Person who has obtained ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Any such amounts incurred by the Company in connection with this Section 3.3(a) shall be a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionCasa Ley Sale Expense. (b) The Guarantors shall notCompany or any of its Affiliates shall, without at the prior written consent Effective Time, transfer to a joint account of the applicable Indemnitee(sCompany and the Shareholder Representative funds in the amount of $25,000,000 for use by the Shareholder Representative (the “Shareholder Representative Expense Amount”). If the Shareholder Representative shall require any amounts in excess of the Shareholder Representative Expense Amount, effect any settlement at the request of any pending the Shareholder Representative from time to time, the Company or threatened claim, litigation, investigation or proceeding an Affiliate of the Company will promptly pre-fund to such joint account an amount reasonably specified by the Shareholder Representative in respect of which expected expenses of the Shareholder Representative in connection with the Casa Ley Sale (including payments to such Indemnitee is advisors as the Shareholder Representative may choose to engage in connection with the Casa Ley Sale) and performance of its obligations and duties hereunder (any such amount, a party “Pre-Funded Amount”). Any amounts (and indemnity could have been sought hereunder by only such Indemnitee, unless such settlement amounts) actually spent from the Shareholder Representative Expense Amount or Pre-Funded Amounts shall be included in the calculation of Casa Ley Sale Expenses hereunder. Any funds from the Shareholder Representative Expense Amount or Pre-Funded Amounts that remain unused on the earlier of the consummation of the Entire Casa Ley Sale and the Sale Deadline (itaking into account the completion of the procedures set forth in Section 2.4) includes an unconditional release shall be distributed from the joint account to the Company five (5) Business Days after the payment of such Indemnitee from all liability the Casa Ley Net Proceeds Per CVR or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such IndemniteeSale Deadline Net Proceeds Per CVR. (c) The Guarantors will upon demand, jointly and severally, Company agrees (i) to pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Rights Agent or any Secured Party may incur in connection with (ithis Agreement as set forth on Schedule 3.3(c) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or hereto and (ii) to reimburse the failure Rights Agent for all taxes and governmental charges (other than taxes measured by any Guarantor to perform or observe any the Rights Agent’s income) and reasonable and necessary out-of-pocket expenses (including reasonable and necessary fees and expenses of the provisions hereof. Rights Agent’s counsel) paid or incurred by the Rights Agent in connection with the administration of its duties hereunder. Any invoice for any out-of-pocket expenses and per item fees realized will be rendered and payable by the Company within thirty (d30) The agreements days after receipt by the Company, except for postage and mailing expenses, which funds must be received one (1) Business Day prior to the scheduled mailing date. For the avoidance of doubt, 50% of such fees, expenses and reimbursements contained in this Section 4.12 3.3 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement be Casa Ley Sale Expenses and the other Note Purchase Documentsremaining 50% of such fees, expenses and reimbursements shall not be Casa Ley Sale Expenses.

Indemnity and Expenses. (a) The GuarantorsEach Grantor agrees to defend, jointly protect, indemnify and severally, agree to indemnify hold harmless the Collateral Agent, each Noteholder of the Secured Creditors and each Related Party employee, officer, director, agent, professional person, successor and assignee of any each of them and each of their respective Affiliates and subsidiaries (all of the foregoing Persons (each such Person being called an “Indemnitee”collectively referred to herein as the "INDEMNITEES") against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, actions, judgment, suits, claims, damagescosts, liabilities and related costs and expenses (including the fees, charges and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel for the Collateral Agent and the other Indemnitees, incurred in connection with any Indemniteeaction or proceeding between any Grantor and any Indemnitee or between any Indemnitee and any third party or otherwise, with respect to any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitee (whether direct, indirect, economic, special, punitive, treble or consequential and whether based on any federal, state, local or foreign laws or other statutory regulations, including, without limitation, Environmental Laws, securities and commercial laws and regulations, under common law or equitable principles) in any manner relating to or arising out of this Agreement, the Collateral or any of the Obligations of such Grantor, or any act, event or transaction related or attendant thereto or contemplated hereby, or any action or inaction by any Indemnitee hereunder or asserted against in connection therewith, including, in each such case, any allegation of any such matters, whether meritorious or not (collectively, the "INDEMNIFIED MATTERS"); provided, however, that no Grantor shall have any obligation to any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating with respect to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Matters resulting from the gross negligence or willful misconduct of such Indemnitee Indemnitee. The covenants of each Grantor contained in this Section 18(a) shall survive the payment in full of all amounts due and payable under this Agreement, the Credit Agreement, the Designated Swap Agreements, the Guaranty of Payment and the other Credit Documents, and the full satisfaction of all other Obligations, and are in addition to, and cumulative with respect to, all other indemnities contained in the Credit Agreement, the Designated Swap Agreements, the Guaranty of Payment or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any the other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionCredit Documents. (b) The Guarantors shall notEach Grantor will, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Collateral Agent the amount of any and all expenses, including the reasonable out-of-pocket fees and disbursements of the Collateral Agent's and of any experts and agents (including, without limitation, any Affiliates of the fees Collateral Agent), which the Collateral Agent and expenses of its counsel and of any experts and agents, that the Agent or any each Secured Party Creditor may incur in good faith in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, including, without limitation, any and all amounts paid by or on behalf of the Collateral Agent in respect of returned and uncollected checks and drafts pursuant to Section 9(b) hereof, (iii) all out-of-pocket costs and expenses in connection with the audits, inspections and investigations conducted by the Collateral Agent pursuant to Section 4(c) hereof, (iv) the exercise or enforcement of any of the rights of the Collateral Agent hereunder, including, without limitation, any and all audits with respect to the Collateral conducted by or on behalf of the other Secured Parties hereunder Collateral Agent pursuant to Section 4(c) hereof, or (iiv) the failure by any Guarantor such Grantor to perform or observe any of the provisions hereof; provided, however that such Grantor shall not have any obligation to the Collateral Agent to pay such costs or expenses if such costs or expenses were incurred directly due to the Collateral Agent's or any such other Person's gross negligence or willful misconduct. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and its respective Affiliates and each of their respective officers, jointly directors and severally, agree to employees (the “Indemnified Parties”) harmless from and indemnify the AgentIndemnified Parties against any and all liabilities, each Noteholder and each Related Party of obligations, losses, damages, penalties, actions, judgments or suits that may be payable or determined to be payable with respect to any of the foregoing Persons Purchased Assets or in connection with any of the transactions contemplated by this Agreement (each such Person being called an “Indemnitee”or the recharacterization of any Transaction) againstand the documents delivered in connection herewith and therewith (other than income Taxes of Buyer), and hold each Indemnitee harmless fromfees, any and all losses, claims, damages, liabilities and related actual out of pocket costs and expenses (including the fees, charges reasonable out-of-pocket attorneys’ fees and disbursements of outside counsel and any counsel for and all servicing and enforcement costs incurred with respect to the Purchased Assets) or disbursements (all of the foregoing, collectively, “Indemnified Amounts”) that may at any Indemnitee)time (including, incurred by any Indemnitee without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or as a result of (i) the execution or delivery of relating to, this Limited Guaranty, any other Note Purchase Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or Transactions thereunder or the consummation of the transactions contemplated hereby any action taken or thereby, (ii) the use omitted to be taken by any Indemnified Party under or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the bad faith, gross negligence or willful misconduct of such Indemnitee any Indemnified Party or (y) result for any overhead expenses of Buyer. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from a claim brought by and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any Obligor against violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than the bad faith, gross negligence or willful misconduct of an Indemnitee for a material breach in bad faith Indemnified Party. Notwithstanding the foregoing, Seller’s indemnification obligations with respect to violations of applicable law and environmental matters shall expire after an Event of Default has occurred and is continuing and Buyer has consummated its remedies hereunder with respect to all of the Purchased Assets subject to Transactions; provided, that Seller’s indemnification shall only expire with respect to any acts or omissions that occurred after the date of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined consummation by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release Buyer of such Indemnitee from all liability remedies so long as such acts or claims that are the subject matter of such proceeding and (ii) does omissions were not include a statement as to caused by Seller or an admission Affiliate or at the direction of faultSeller or its Affiliates; provided, culpabilityfurther, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay that to the Agent extent of Seller’s indemnification obligations which have not expired pursuant to the amount of any preceding proviso, Buyer hereby acknowledges and all expensesagrees that Buyer shall have exhausted Buyer’s remedies pursuant to the related Purchased Asset and Purchased Asset Documents, including, without limitation, any such remedies contained in any environmental indemnity agreements of the underlying obligors therefor, prior to pursuing any indemnification remedy against Seller. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenses, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and expenses disbursements of its counsel counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. Indemnified Amounts shall not include Taxes other than any Taxes that represent provable losses, claims or damages arising from a non-Tax claim. (b) Seller agrees to pay as and when billed by Buyer (i) all Indemnified Amounts provided in Section 20(a), (ii) all of any experts the reasonable out-of-pocket costs and agents, that the Agent or any Secured Party may incur expenses incurred by Buyer in connection with (i) the exercise development, preparation and execution of, and any amendment, supplement or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor modification to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsTransaction Documents or any other documents prepared in connection herewith or therewith including without limitation all the reasonable out-of-pocket fees, disbursements and expenses of outside counsel to Buyer, (iii) all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the Transactions contemplated hereby and thereby including without limitation all the reasonable, out-of-pocket fees, disbursements and expenses of outside counsel to Buyer, (iv) all costs and expenses contemplated by Section 14(b)(v) and (v) all the Diligence Fees (collectively, “Transaction Costs”). Transaction Costs shall not include costs incurred by Buyer for overhead, general administrative expenses of Buyer. To the extent any Transaction Costs are incurred in an Applicable Currency other than U.S. Dollars, such Transaction Costs shall, unless otherwise agreed by Buyer in its sole discretion, be paid by Seller in their Dollar Equivalent as of the date of payment.

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and Buyer’s Affiliates and each of their respective officers, jointly directors and severally, agree to employees (the “Indemnified Parties”) harmless from and indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, Indemnified Parties against any and all liabilities, obligations, losses, claims, damages, liabilities and related penalties, actions, judgments, suits, Indemnified Taxes, Taxes imposed with respect to the Purchased Assets (except Taxes imposed after Buyer completes the in-blank Transfer Documents to become the lender of record), fees, actual costs and expenses incurred (including the fees, charges reasonable attorneys’ fees and disbursements and any and all actual servicing and enforcement costs incurred with respect to the Purchased Assets) or disbursements (all of the foregoing, collectively, the “Indemnified Amounts”) that may at any counsel for any Indemnitee)time (including, incurred by any Indemnitee without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or as a result of (i) the execution or delivery of relating to, this Limited Guaranty, any other Note Purchase Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or Transactions thereunder or the consummation of the transactions contemplated hereby any action taken or thereby, (ii) the use omitted to be taken by any Indemnified Party under or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party or (y) result amounts described in Section 11.02 of the Custodial Agreement incurred or asserted in connection with a Financing Arrangement. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from a claim and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than the gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Obligor Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against an Indemnitee for all actual expense incurred, actual loss or damage suffered by Buyer by reason of any defense, setoff, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemniteeaccount debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s actual costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court are recourse obligations of competent jurisdictionSeller. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party Seller agrees to pay as and indemnity could have been sought hereunder when billed by such Indemnitee, unless such settlement Buyer (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and Indemnified Amounts provided in Section 20(a), (ii) does not include a statement as to or an admission all of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees actual costs and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Buyer in connection with (i) the exercise development, preparation and execution of, and any amendment, supplement or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor modification to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsTransaction Documents or any other documents prepared in connection herewith or therewith including without limitation all the reasonable fees, disbursements and actual expenses of counsel to Buyer, (iii) all of the reasonable actual costs and expenses incurred in connection with the consummation and administration of the Transactions contemplated hereby and thereby, including without limitation all the reasonable fees, disbursements and actual expenses of counsel to Buyer, (iv) all costs and expenses contemplated by Section 14(b)(v) and (v) all the Diligence Fees (collectively, “Transaction Costs”).

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Each Grantor hereby agrees to indemnify and hold harmless the AgentCollateral Agent (and any sub-agent thereof), each Noteholder other Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, from any and all losses, claims, damages, liabilities liabilities, claims and related costs and expenses (including the fees, charges fees and disbursements expenses of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees, expenses and time charges for attorneys who are employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligorany Grantor) other than such Indemnitee and its Related Parties arising out of, in connection withwith or resulting from this Agreement (including, or as a result of (i) the execution or delivery without limitation, enforcement of this Limited Guaranty, any other Note Purchase Document Agreement) or any agreement or instrument contemplated hereby or therebyfailure of any Secured Obligations to be the legal, the performance by the parties hereto valid, and binding obligations of any Grantor enforceable against such Grantor in accordance with their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theoryterms, whether brought by a third party or by such Grantor, and regardless of whether any ObligorIndemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (yii) result from a claim brought by any Obligor Grantor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Other Document, if any such Obligor Grantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors To the fullest extent permitted by applicable law, each Grantor hereby agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any Other Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Extension of Credit or the use of proceeds thereof. No Indemnitee shall notbe liable for any damages arising from the use of any information or other materials distributed by it through telecommunications, without electronic or other information transmission systems in connection with this Agreement, the prior written consent Loan Agreements or the Other Documents or the transactions contemplated hereby or thereby by unintended recipients. Grantors assume all responsibility and liability arising from the use of the applicable Indemnitee(s)Trademarks and Grantors hereby indemnify and hold Collateral Agent harmless from and against any claim, effect any settlement suit, loss, damage, or expense (including attorneys’ fees and legal expenses) arising out of any pending alleged defect in any service or threatened claimproduct manufactured, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpabilitypromoted, or a failure to act sold by Grantors (or on behalf any affiliate thereof) in connection with any Trademark or out of the manufacture, promotion, labeling, sale, distribution or advertisement of any such Indemniteeproduct or service by Grantors (or any affiliate thereof). (c) The Guarantors will upon demand, jointly Each Grantor agrees to pay or reimburse the Collateral Agent for all its costs and severally, pay to the Agent the amount of expenses incurred in collecting against such Grantor its Secured Obligations or otherwise enforcing or preserving any and all expenses, including, without limitationrights under this Agreement, the Loan Agreements and the Other Documents to which such Grantor is a party, including the fees and other charges of counsel (including the allocated fees and expenses of its counsel and of any experts and agents, that internal counsel) to the Agent or any Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereofCollateral Agent. (d) The All amounts due under this Section shall be payable promptly after demand therefor, shall constitute Secured Obligations and shall bear interest until paid at a rate per annum equal to the highest rate per annum at which interest would then be payable on any past due Extension of Credit under the Loan Agreements. (e) Without prejudice to the survival of any other agreement of any Grantor under this Agreement, the Loan Agreements or any Other Documents, the agreements and obligations of each Grantor contained in this Section 4.12 shall survive repayment termination of the Note Indebtedness Loan Agreements and the Other Documents and payment in full of the Secured Obligations and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documentsthis Agreement.

Indemnity and Expenses. (a) The GuarantorsEach Grantor agrees to indemnify, jointly defend and severally, agree to indemnify save and hold harmless the Agent, each Noteholder Collateral Trustee and each Related Secured Party and each of any of the foregoing Persons their affiliates and their respective officers, directors, employees, agents and advisors (each such Person being called each, an “Indemnitee”"Indemnified Party") from and against, and hold each Indemnitee harmless fromshall pay on demand, any and all losses, claims, damages, losses, liabilities and related costs and expenses (including the feesincluding, charges without limitation, reasonable fees and disbursements expenses of counsel) that may be incurred by or asserted or awarded against any counsel for any IndemniteeIndemnified Party, in each case arising out of or in connection with or resulting from this Second Lien Shared Security Agreement (including, without limitation, enforcement of this Second Lien Shared Security Agreement), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses (x) are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct misconduct. The provisions of such Indemnitee or (ythis Section 19(a) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith shall survive the termination of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionthis Agreement. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Each Grantor will upon demand, jointly and severally, demand pay to the Agent Collateral Trustee the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its their counsel and of any experts and agents, that the Agent or any Secured Party Collateral Trustee may incur in connection with (i) the administration of this Second Lien Shared Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Shared Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Agent or Collateral Trustee, the other Secured Parties hereunder or (iiiv) the failure by any Guarantor such Grantor to perform or observe any of the provisions hereof. (dc) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase EACH GRANTOR ACKNOWLEDGES THAT THIS SECOND LIEN SHARED SECURITY AGREEMENT AND OTHER TRANSACTION DOCUMENTS CONTAIN PROVISIONS RELEASING EACH INDEMNIFIED PARTY FROM LIABILITY AND/OR INDEMNIFYING AND HOLDING HARMLESS EACH INDEMNIFIED PARTY FOR, AMONG OTHER THINGS, INDEMNIFIED PARTY'S OWN NEGLIGENCE. EACH GRANTOR AGREES THAT THE RELEASE AND/OR INDEMNITY PROVISIONS CONTAINED IN THESE DOCUMENTS ARE CAPTIONED TO CLEARLY IDENTIFY THE RELEASE AND/OR INDEMNITY PROVISIONS AND, THEREFORE, ARE SO CONSPICUOUS THAT EACH GRANTOR HAS FAIR NOTICE OF THE EXISTENCE AND CONTENTS OF SUCH PROVISIONS. EACH GRANTOR HEREBY WAIVES ANY DEFENSES IT MIGHT ASSERT AGAINST Dynegy Second Lien Shared Security Agreement and the other Note Purchase DocumentsEACH INDEMNIFIED PARTY BASED ON THE HOLDING OF THE TEXAS SUPREME COURT IN ETHYL CORP. x. XXXXXX CONST. CO., 725 S.W.2d 705 (Tex. 1987), PAGE PETROLEUM, INC., et al. V. DRESSER INDUSTRIES, INC., et al., 853 S.W.2d 505 (Tex. 1993), AND QUORUM HEALTH RESOURCES, L.L.C. v. MAVERICK COUNTY HOSPITAL DISTRICT et al., 308 F.3rd 451 (5th Cir. 2002) AND ANY RELATED CASE LAW HOLDINGS.

Indemnity and Expenses. Without duplicating any amounts payable under Sections 10.7, 11.5 and 11.10 of the Credit Agreement: (a) The GuarantorsBorrower agrees on demand, jointly to pay, and severallyto save, agree indemnify and keep the Secured Parties and their respective directors, officers, employees, attorney, agents, advisors, attorneys-in-fact, experts and Affiliates (each, an "INDEMNIFIED PARTY") harmless from and against any and all penalties, fines, expenses, losses, settlements, costs, claims, causes of action, debts, dues, sums of money, accounts, accountings, reckonings, acts, omissions, demands, liabilities, obligations, damages, actions, judgments, suits, proceeding or disbursements of any kind or nature whatsoever, known or unknown, contingent or otherwise, including, without limitation, attorneys' and consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses (i) with respect to, or resulting from, any delay by the Borrower in paying, any and all excise, sales or other Taxes which may be payable or determined to indemnify be payable with respect to any of the AgentCollateral, each Noteholder (ii) with respect to, or resulting from, any delay by the Borrower in complying with any Requirement of Law applicable to any of the Collateral or (iii) in connection with any of the transactions contemplated by this Agreement, including the fees and each Related Party disbursements of counsel and of any other experts, which any of the Secured Parties or their respective directors, officers, employees, attorneys, consultants, experts or agents may incur in connection with (w) the administration or enforcement of this Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of any Liens granted hereunder, (x) the collection, sale or other disposition of any of the foregoing Persons Collateral, (each y) the exercise by the Agent of any of the rights conferred upon it hereunder or (z) any Default or Event of Default, but excluding any such Person being called an “Indemnitee”) againstpenalties, and hold each Indemnitee harmless fromfines, any and all expenses, losses, settlements, costs, claims, causes of action, debts, dues, sums of money, accounts, accountings, reckonings, acts, omissions, demands, liabilities, obligations, damages, liabilities and related costs and expenses (including the feesactions, charges and judgments, suits, proceeding or disbursements of any counsel for any Indemnitee)kind or nature whatsoever, known or unknown, contingent or otherwise, including, without limitation, attorneys' and consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result reason of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim the Indemnified Party as determined by a final order or judgment of a court of competent jurisdiction. (b) The Guarantors shall notIn any suit, without the prior written consent of the applicable Indemnitee(s)proceeding or action brought by any Indemnified Party under any Account or Contract for any sum owing thereunder, effect or to enforce any settlement provisions of any pending Account or threatened claimContract, litigationthe Borrower agrees to pay, investigation or proceeding in respect of which and will save, indemnify and keep such Indemnitee is a party Indemnified Party harmless from and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of against any and all penalties, fines, expenses, losses, settlements, costs, claims, causes of action, debts, dues, sums of money, accounts, accountings, reckonings, acts, omissions, demands, liabilities, obligations, damages, actions, judgments, suits, proceeding or disbursements of any kind or nature whatsoever, known or unknown, contingent or otherwise, including, without limitation, the fees attorneys' and consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses of its counsel and suffered by reason of any experts and agentsdefense, that the Agent set-off, counterclaim, recoupment or any Secured Party may incur in connection with (i) the exercise reduction or enforcement of any liability whatsoever of the rights account debtor or obligor thereunder, arising out of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.a breach

Indemnity and Expenses. (a) The GuarantorsA. Borrower agrees to defend, jointly and severallyprotect, agree to indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee the Lender harmless from, from and against any and all losses, claims, damages, liabilities and related losses, liabilities, obligations, penalties, fees, costs and expenses (including the including, without limitation, reasonable legal fees, charges costs, expenses, and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligorsuch Person’s counsel) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that they arise out of or otherwise result from this Agreement or the Note (including, without limitation, enforcement of this Agreement and the Note), except to the extent resulting from such lossesPerson’s gross negligence or willful misconduct, claims, damages, liabilities or related expenses (x) are as determined by a final judgment of a court of competent jurisdiction by final and nonappealable judgment no longer subject to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionappeal. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as B. Borrower agrees to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent Lender upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Lender and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the fees and expenses of its counsel and of any experts and agentsLender), that which the Agent or any Secured Party Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder Lender hereunder, or (iiiv) the failure by any Guarantor Borrower to perform or observe any of the provisions hereof. . Notices, Etc. All notices, requests, demands and other communications in connection with this Agreement shall be in writing and shall be deemed given if (da) The agreements delivered personally, on the date of such delivery, (b) upon non-automated confirmation of receipt when transmitted via facsimile or electronic mail (but only if followed by transmittal by nationally recognized overnight courier or by hand for delivery on the next Business Day), or (c) on receipt (or refusal to accept delivery) after dispatch by registered or certified mail (return receipt requested), postage prepaid, or by a nationally recognized overnight courier (with confirmation), addressed, in this Section 4.12 each case, as follows: If to the Borrower: Zone Technologies, Inc. 000 Xxxxxxxx Xxx. Xxxxx 000 Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxxx Xxxxxxxxxx Facsimile: (000) 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxx.xxx 37 with a copy to (which shall survive repayment of not constitute notice): Grushko & Xxxxxxx, P.C. 000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx, Esq. Facsimile: (000) 000-0000 Email: xxxxxxx@xxxxxxxxxxxxxx.xxx If to the Note Indebtedness Lender: Helios and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.Xxxxxxxx Analytics Inc. Empire State Building 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxxxxxxx Xxxxxxxx, CEO Facsimile: (000) 000-0000 Email: xxx.x@xxxx.xxx with a copy to (which shall not constitute notice): Xxxxxxxx Xxxxxxxxxx & Xxxxx, LLP 00000 X. Xxxxxxx Xxxx. Xxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx, Esq. Facsimile: (000) 000-0000 Email: xxx@xxx.xxx

Indemnity and Expenses. The Pledgor shall, on demand, (a) The Guarantors, jointly and severally, agree to indemnify pay or reimburse the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and Pledgee for all losses, claims, damages, liabilities and related its reasonable out-of-pocket costs and expenses (including incurred in connection with the feesdevelopment, charges preparation and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection withherewith or therewith, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or and the consummation and administration of the transactions contemplated hereby or and thereby, (ii) including, without limitation, the use or proposed use reasonable fees and disbursements of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available counsel to the extent that such lossesPledgee, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without pay or reimburse the prior written consent Pledgee and each of the applicable Indemnitee(s), effect any settlement Lenders for all its costs and expenses incurred in connection with the enforcement or preservation of any pending or threatened claimrights under this Agreement, litigation, investigation or proceeding in respect of which the other Loan Documents and any such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expensesother documents, including, without limitation, the fees and expenses disbursements of its counsel to the Pledgee and each of the Lenders, and (c) pay, and indemnify and hold harmless the Pledgee and each of the Lenders from, any experts and agentsall recording and filing fees and any and all liabilities with respect to, that the Agent or resulting from any Secured Party delay in paying, stamp, excise and other taxes, if any, which may incur be payable or determined to be payable in connection with (i) the exercise execution and delivery of, or enforcement consummation or administration of any of the rights of the Agent transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Parties hereunder or (ii) the failure by Loan Documents and any Guarantor to perform or observe any of the provisions hereof. such other documents, and (d) pay, and indemnify and hold harmless the Pledgee and each of the Lenders (including each of their respective parents, subsidiaries, officers, directors, employees, agents and affiliates) from and against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, settlements, expenses or disbursements of whatever kind or nature arising from, in connection with or with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents, or any other documents or the use of the proceeds of the Loans or any other purpose (all the foregoing in this clause (d), collectively, the "indemnified liabilities"); provided that the Pledgor shall have no obligation hereunder to the Pledgee or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Pledgee or that Lender. The agreements in this Section 4.12 14 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsSecured Obligations hereunder.

Indemnity and Expenses. (a) The GuarantorsNeither the Collateral Agent nor the Purchasers shall have any liability to any Person and the Collateral Agent and the Purchasers shall be indemnified and held harmless by each of the Grantors for any liability incurred by reason of taking or refraining from taking any action with respect to the Collateral, jointly and severally, agree except in the case of the Collateral Agent's or the Purchaser's own gross negligence or own willful misconduct. Each of the Grantors agrees to indemnify the Agent, each Noteholder Collateral Agent and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, Purchasers from and hold each Indemnitee harmless from, against any and all claims, losses, and liabilities arising out of or connected with this Agreement (including, without limitation, enforcement of this Agreement), except such claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection withlosses, or as a result of (i) liabilities resulting solely from the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder Collateral Agent's or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Purchaser's own gross negligence or own willful misconduct misconduct. This Section 21(a) shall survive any termination of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionthis Agreement. (b) The Guarantors shall not, without the prior written consent Each of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as Grantors agrees to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, severally pay to the Agent the amount of any and all expenses, costs, and disbursements incurred by the Collateral Agent and the Purchasers (including, without limitation, the all attorneys' fees and other legal expenses of its counsel incurred by the Collateral Agent and of any experts and agents, that the Agent or any Secured Party may incur Purchasers in connection therewith) in connection with (i) retaking, holding, collecting, preparing for sale, and selling or otherwise realizing upon, liquidating, or disposing of the exercise Collateral, (ii) the enforcement of its rights hereunder upon the occurrence and during the continuance of an Event of Default, (iii) the performance by the Collateral Agent or enforcement the Purchasers of any agreement, covenant, or obligation of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe Grantors contained herein that any of the provisions hereof. Grantors has failed or refused to perform, and (dv) The agreements in this Section 4.12 shall survive repayment the participation or other involvement of the Note Indebtedness Collateral Agent and all other amounts payable under any Purchaser with (x) bankruptcy, insolvency, receivership, foreclosure, winding up, or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise, or settlement in respect of any of the Note Purchase Agreement Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Collateral Agent and the Purchasers in respect thereof, by litigation or otherwise, including expenses of insurance, (y) judicial or regulatory proceedings, and (z) workout, restructuring, or other Note Purchase Documentsnegotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated).

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Seller hereby agrees to indemnify Buyer and its officers, directors and employees (the Agent“Indemnified Parties”) from and against any and all reasonable actual out-of-pocket liabilities, each Noteholder obligations, losses, damages, penalties, actions, judgments, suits, or disbursements (all of the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and each Related the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing Persons (foregoing; provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence, fraud or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold each such Person being called Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than the gross negligence, fraud or willful misconduct of an “Indemnitee”) againstIndemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold each Indemnitee Buyer harmless fromfrom and against all expenses, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. This Section 20(a) shall not apply with respect to Taxes other than any Indemnified Taxes that represent losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of etc. arising from any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective non-Tax claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsEach Grantor agrees to indemnify, jointly defend and severally, agree to indemnify the Agent, save and hold harmless each Noteholder Creditor Party and each Related Party of any of the foregoing Persons their Affiliates and their respective officers, directors, employees, agents and advisors (each such Person being called each, an “Indemnitee”"Indemnified Party") from and against, and hold each Indemnitee harmless fromshall pay on demand, any and all losses, claims, damages, losses, liabilities and related costs and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from the fees, charges and disbursements Relevant Documents (including enforcement of any counsel for any Indemniteethis Agreement), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses (x) are determined expense if found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly and primarily from the such Indemnified Party's gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionmisconduct. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Each Grantor will upon demand, jointly and severally, demand pay to the Collateral Agent or the Intercreditor Agent the amount of any and all reasonable expenses, including, without limitation, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent or any Secured Party the Intercreditor Agent may incur in connection with (i) the administration of any Financing Document to which it is a party, (ii) in the case of the Collateral Agent, the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent, the Intercreditor Agent or the any other Secured Parties Creditor Party hereunder or (iiiv) the failure by any Guarantor such Grantor to perform or observe any of the provisions hereof. (dc) The agreements in indemnities provided by the Grantors pursuant to this Section 4.12 Agreement shall survive repayment the expiration, cancellation, termination or modification of this Agreement or the Note Indebtedness and all other amounts payable under Financing Documents, the Note Purchase Agreement resignation or removal of an Agent, and the other Note Purchase Documentsprovision of any subsequent or additional indemnity by any Person.

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, jointly directors, employees and severally, agree to agents ("Indemnified Parties") harmless from and indemnify the AgentIndemnified Parties against any and all liabilities, each Noteholder and each Related Party of obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the foregoing Persons Purchased Loans or in connection with any of the transactions contemplated by the Agreement (each such Person being called an “Indemnitee”or the recharacterization of any Transaction) againstand the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and hold each Indemnitee harmless from, disbursements and any and all lossesservicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, claimscollectively "Indemnified Amounts") which may at any time (including, damageswithout limitation, liabilities such time as the Agreement shall no longer be in effect and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or as a result of (i) relating to, the execution or delivery of this Limited Guaranty, any other Note Purchase Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or Transactions thereunder or the consummation of the transactions contemplated hereby any action taken or thereby, (ii) the use omitted to be taken by any Indemnified Party under or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing; provided, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or (y) result arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from a claim anything other than Buyer's gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Obligor Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against an Indemnitee for all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemnitee’s account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party's rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court are recourse obligations of competent jurisdictionSeller. (b) The Guarantors shall notOther than as provided in Section 17(a) hereof, without the prior written consent Seller agrees to pay as and when billed by Buyer all of the applicable Indemnitee(s)out-of-pocket costs and expenses incurred by Buyer in connection with the development, effect preparation and execution of, and any settlement amendment, supplement or modification to, the Agreement, this Annex I and the other Transaction Documents or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of any pending or threatened claim, litigation, investigation or proceeding the out-of-pocket costs and expenses incurred in respect connection with the consummation and administration of which such Indemnitee is a party the transactions contemplated hereby and indemnity could have been sought hereunder by such Indemnitee, unless such settlement thereby including without limitation (i) includes an unconditional release all the reasonable fees, disbursements and expenses of such Indemnitee from all liability or claims that are the subject matter of such proceeding counsel to Buyer and (ii) does not include a statement as to or an admission of faultall the Due Diligence Fees, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly testing and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees review costs and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Buyer in connection with (i) the exercise or enforcement evaluation of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by New Loan and with respect to any Guarantor to perform or observe any of the provisions hereofTransaction. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree to indemnify Whether or not the Agenttransactions contemplated hereby are consummated, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, Grantor shall indemnify and hold each Indemnitee the Indemnified Persons harmless from, from and against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, charges, expenses and related disbursements (including Attorney Costs) of any kind or nature whatsoever (excluding costs and expenses specifically referred to in Section 12.4) of the Credit Agreement which may at any time (including at any time following repayment of the feesLoans, charges the termination of the Letters of Credit and disbursements the termination, resignation or replacement of any counsel for Agent or replacement of any Indemnitee)Lender) be imposed on, incurred by any Indemnitee or asserted against any Indemnitee by such Indemnified Person in any Person (including an Obligor) way relating to or arising out of, of or in connection withwith the execution, delivery, enforcement, performance or as a result of (i) the execution or delivery administration of this Limited Guaranty, Agreement or any other Note Purchase Document or any agreement agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"), in all cases, whether brought or not caused by a third party or by arising, in whole or in part, out of the negligence of any ObligorIndemnified Person; provided that such indemnity shall not, as to any IndemniteeIndemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) Indemnified Liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly and primarily from the gross negligence or willful misconduct of such Indemnitee Indemnified Person. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnified Person have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (y) result from a claim whether before or after the date hereof). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 23 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Obligor against Loan Party, its directors, shareholders or creditors or an Indemnitee for Indemnified Party or any other Person, whether or not an Indemnified Person is otherwise a material breach in bad faith party thereto and whether or not any of such Indemnitee’s obligations the transactions contemplated hereunder or under any of the other Note Purchase DocumentLoan Documents are consummated. All amounts due under this Section 23 shall be payable within five Business Days after demand therefor. The agreements in this Section shall survive the resignation of any Agent, if the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. Each Agent-Related Person and each lender agrees that in the event that any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action which is requested of it or any other Indemnified Person, for which any Agent-Related Person or Lender may desire indemnity or defense hereunder, such Obligor has obtained a final and nonappealable judgment Agent-Related Person or such Lender shall notify the Company in its favor on writing of such claim as determined by a court event; provided that failure to so notify the Company shall not affect the right of competent jurisdictionany Agent-Related Person or Lender to seek indemnification under this Section. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Each Grantor will upon demand, jointly and severally, demand pay to the Collateral Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent or any Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties parties hereunder or (iiiv) the failure by any Guarantor such Grantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and Buyer’s Affiliates and each of their respective officers, jointly directors and severally, agree to employees (the “Indemnified Parties”) harmless from and indemnify the AgentIndemnified Parties against any and all liabilities, each Noteholder and each Related Party of obligations, losses, damages, penalties, actions, judgments, suits, Indemnified Taxes, Taxes (including stamp, excise, sales or other Taxes) that may be payable or determined to be payable with respect to any of the foregoing Persons Purchased Assets or in connection with any of the transactions contemplated by this Agreement (each such Person being called an “Indemnitee”or the recharacterization of any Transaction) againstand the documents delivered in connection herewith and therewith (other than income Taxes of Buyer), and hold each Indemnitee harmless fromfees, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased Assets) or disbursements (all of the foregoing, collectively, “Indemnified Amounts”) that may at any counsel for any Indemnitee)time (including, incurred by any Indemnitee without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or as a result of (i) the execution or delivery of relating to, this Limited Guaranty, any other Note Purchase Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or Transactions thereunder or the consummation of the transactions contemplated hereby any action taken or thereby, (ii) the use omitted to be taken by any Indemnified Party under or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or (y) result arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from a claim anything other than the gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Obligor Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against an Indemnitee for all expenses, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemniteeaccount debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court are recourse obligations of competent jurisdictionSeller. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party Seller agrees to pay as and indemnity could have been sought hereunder when billed by such Indemnitee, unless such settlement Buyer (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and Indemnified Amounts provided in Section 20(a), (ii) does not include a statement as to or an admission all of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees costs and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Buyer in connection with (i) the exercise development, preparation and execution of, and any amendment, supplement or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor modification to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsTransaction Documents or any other documents prepared in connection herewith or therewith, including without limitation all the fees, disbursements and expenses of counsel to Buyer, (iii) all of the costs and expenses incurred in connection with the consummation of the Transactions contemplated hereby and thereby including without limitation all the fees, disbursements and expenses of counsel to Buyer, subject, in each case, to the cap on fees set forth in the definition of “Diligence Fees,” (iv) all costs and expenses contemplated by Section 14(b)(v) and (v) all the Diligence Fees (collectively, “Transaction Costs”).

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Pledgor agrees to indemnify the Agent, each Noteholder Collateral Agent from and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, against any and all losses, claims, damageslosses and liabilities in any way relating to, liabilities and related costs and expenses (including the fees, charges and disbursements growing out of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of resulting from this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or therebyAgreement, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of Intercreditor Agreement and the transactions contemplated hereby or therebyand thereby (including, (ii) the use or proposed use without limitation, enforcement of the proceeds therefromthis Agreement), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, except claims, damages, losses or liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted resulting from the Collateral Agent's gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionmisconduct. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Pledgor will upon demand, jointly and severally, demand pay to the Collateral Agent the amount of any and all costs and expenses, including, without limitation, including the reasonable fees and expenses of its counsel and of any experts and agents, that the which Collateral Agent or any Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the any other Secured Parties Party hereunder or (iiiv) the failure by any Guarantor Pledgor to perform or observe any of the provisions hereof. (dc) The agreements In the event of any public sale described in this Section 4.12 14, Pledgor agrees to indemnify and hold harmless Collateral Agent and each of Collateral Agent's directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which Collateral Agent or such other persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Collateral Agent and such other persons for any legal or other expenses reasonably incurred by Collateral Agent and such other persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including without limitation any and all fees, costs and expenses whatsoever reasonably incurred by Collateral Agent and such other persons and counsel for Collateral Agent and such other persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall survive repayment be in addition to any liability which Pledgor may otherwise have and shall extend upon the same terms and conditions to each person, if any, that controls Collateral Agent or such persons within the meaning of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsSecurities Act.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Seller hereby agrees to indemnify the AgentBuyer and its officers, each Noteholder directors, employees and each Related Party agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, actual and documented out-of-pocket costs and actual and documented out-of-pocket expenses or disbursements (including reasonable and documented attorneys’ fees and disbursements of any outside counsel) (all of the foregoing Persons (each such Person being called an included amounts, collectively “IndemniteeIndemnified Amounts”) againstthat may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way arising out of, of or in connection with, or relating to, or as a result of (i) of, this Agreement, the execution or delivery of this Limited Guarantyother Transaction Documents, any other Note Purchase Document Event of Default or any agreement Transaction or instrument contemplated hereby any action taken or thereby, the performance omitted to be taken by the parties hereto of their respective obligations hereunder any Indemnified Party under or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Xxxxxx agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or (y) result arising out of any violation or alleged violation of any Environmental Law or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from a claim anything other than the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Obligor Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller shall save, indemnify and hold Buyer harmless from and against an Indemnitee for all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by any Seller Party or any Affiliate thereof of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemniteeaccount debtor or obligor or its successors from Seller or such Affiliate. Xxxxxx also agrees to reimburse Buyer as and when billed by Xxxxx for all Buyer’s obligations hereunder actual and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under any Transaction Document or Transaction, including without limitation the reasonable and documented fees and disbursements of its outside counsel. Seller hereby acknowledges that the obligations of Seller hereunder are recourse obligations of Seller. This Article 25(a) shall have no application with respect to Taxes other Note Purchase Documentthan any Taxes that represent, if losses, claims, damages, etc. arising from any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionnon-Tax claim. (b) The Guarantors shall not, without the prior written consent Seller agrees to pay or reimburse on demand all of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party Buyer’s reasonable and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding documented out-of-pocket costs and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel accountants, attorneys and of any experts and agentsadvisors, that the Agent or any Secured Party may incur incurred in connection with (i) the exercise preparation, negotiation, execution and consummation of, and any amendment, supplement or modification to, any Transaction Document or any Transaction thereunder, whether or not such Transaction Document (or amendment thereto) or such Transaction is ultimately consummated, (ii) the consummation and administration of any Transaction, (iii) any enforcement of any of the rights provisions of the Agent Transaction Documents, any preservation of Buyer’s rights under the Transaction Documents or the other Secured Parties hereunder any performance by Buyer of any obligations of Seller in respect of any Purchased Asset, or (ii) the failure by any Guarantor to perform actual or observe attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the provisions hereofCollateral and for the custody, care or preservation of the Collateral (including insurance, filing and recording costs) and defending or asserting rights and claims of Buyer in respect thereof, by litigation or otherwise, (iv) the maintenance of the Collection Account and the Servicer Account and registering the Collateral in the name of Buyer or its nominee, (v) any default by Seller in repurchasing the Purchased Asset after Seller has given a notice in accordance with Article 3(e) of an Early Repurchase Date, (vi) any failure by Seller to sell any Eligible Asset to Buyer on the Purchase Date thereof, (vii) any actions taken to perfect or continue any lien created under any Transaction Document, (viii) Buyer owning any Purchased Asset or other Purchased Item and/or (ix) any due diligence performed by Buyer in accordance with Article 26. All such expenses shall be recourse obligations of Seller to Buyer under this Agreement. A certificate as to such costs and expenses, setting forth the calculations thereof shall be conclusive and binding upon Seller absent manifest error. (dc) The agreements in this Section 4.12 This Article 25 shall survive repayment termination of the Note Indebtedness and all other amounts payable under the Note Purchase this Agreement and the other Note Purchase Documentsrepurchase of all Purchased Assets.

Indemnity and Expenses. (a) The GuarantorsEach Grantor agrees to indemnify, jointly defend and severally, agree to indemnify the Agent, save and hold harmless each Noteholder Second Priority Secured Party and each Related Party of any of the foregoing Persons their Affiliates and their respective officers, directors, employees, agents and advisors (each such Person being called each, an “Indemnitee”"INDEMNIFIED PARTY") from and against, and hold each Indemnitee harmless fromshall pay on demand, any and all losses, claims, damages, losses, liabilities and related costs and expenses (including the feesincluding, charges without limitation, reasonable fees and disbursements expenses of counsel) that may be incurred by or asserted or awarded against any counsel for any IndemniteeIndemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses (x) are determined expense is found in a final judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionmisconduct. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Each Grantor will upon demand, jointly and severally, demand pay to the Second Priority Notes Collateral Agent the amount of any and all reasonable fees and expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Second Priority Notes Collateral Agent or any Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any Transferred Collateral, (iii) the exercise or enforcement of any of the rights of the Second Priority Notes Collateral Agent or the other Second Priority Secured Parties hereunder or (iiiv) the failure by any Guarantor such Grantor to perform or observe any of the provisions hereof. (dc) The agreements in this Section 4.12 shall survive repayment In each case that the Second Priority Notes Collateral Agent may or is required hereunder to take any action, including without limitation to make any determination or judgment, to give consents, to exercise rights, powers or remedies or otherwise to act hereunder, the Second Priority Notes Collateral Agent may seek instruction from the Holders with respect to any such action of the Note Indebtedness and all other amounts payable Second Priority Notes Collateral Agent on which Holders are entitled to give instruction under the Note Purchase Agreement and Second Priority Notes Indenture. The Second Priority Notes Collateral Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with such instruction from the other Note Purchase DocumentsHolders.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Seller hereby agrees to indemnify the AgentPurchaser, each Noteholder Purchaser’s Affiliates and each Related Party of any of the foregoing Persons its and their officers, directors, employees and agents (each such Person being called an “IndemniteeIndemnified Parties”) againstfor, and hold each Indemnitee harmless from, any and all actual documented out-of-pocket liabilities, obligations, losses, claims, damages, liabilities and related costs penalties, actions, judgments, suits, fees, costs, expenses (including, without limitation, the reasonable out-of-pocket fees and expenses of outside counsel) or disbursements (including all of the feesforegoing, charges collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or relating to, or as a result of (i) of, this Agreement, the execution or delivery of this Limited Guarantyother Transaction Documents, any other Note Purchase Document Transactions, any Event of Default or any agreement action taken or instrument contemplated hereby omitted to be taken by any Indemnified Party under or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased Assets relating to or (y) arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act in each case, which does not result from a claim the gross negligence or willful misconduct of any Indemnified Party. In any suit, proceeding or action brought by Purchaser in connection with any Obligor Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against an Indemnitee for all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by any Seller Party or any Affiliate thereof of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemnitee’s obligations account debtor or obligor or its successors from any Seller Party or any Affiliate thereof. The obligation of Seller hereunder or under is a recourse obligation of Seller. This Article 27(a) shall not apply with respect to Taxes other than any other Note Purchase DocumentTaxes that represent losses, if claims, damages, etc. arising from any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionnon-Tax claim. (b) The Guarantors shall notSeller agrees to pay or reimburse upon written demand all of Purchaser’s actual, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party documented and indemnity could have been sought hereunder by such Indemnitee, unless such settlement reasonable out-of-pocket costs and expenses (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur outside counsel) incurred in connection with (i) the exercise preparation, negotiation, execution and consummation of, and any amendment, supplement or modification to, any Transaction Document or any Transaction thereunder, whether or not such Transaction Document (or amendment thereto) or such Transaction is ultimately consummated, (ii) the consummation and administration of any Transaction, (iii) any enforcement of any of the rights provisions of the Agent Transaction Documents, any preservation of Purchaser’s rights under the Transaction Documents or the other Secured Parties hereunder any performance by Purchaser of any obligations of Seller in respect of any Purchased Asset, or (ii) the failure by if an Event of Default has occurred and is continuing any Guarantor to perform actual or observe attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the provisions hereofCollateral and the Pledged Collateral and for the custody, care or preservation of the Collateral and the Pledged Collateral (including insurance, filing and recording costs) and defending or asserting rights and claims of Purchaser in respect thereof, by litigation or otherwise, (iv) the maintenance of the Collection Account and registering the Collateral and the Pledged Collateral in the name of Purchaser or its nominee, (v) any default by Seller in repurchasing the Purchased Asset after Seller has given a notice in accordance with Article 3(e) of an Early Repurchase Date, (vi) any Breakage Costs incurred by Purchaser in connection with the Purchased Assets, (vii) any failure by Seller to sell any Eligible Asset to Purchaser on the Purchase Date thereof, (viii) any actions taken to perfect or continue any lien created under any Transaction Document, (ix) Purchaser owning any Purchased Asset or other Purchased Item and/or (x) any due diligence performed by Purchaser in accordance with Article 28. All such expenses shall be recourse obligations of Seller to Purchaser under this Agreement. A certificate as to such costs and expenses, setting forth the calculations thereof shall be conclusive and binding upon Seller absent manifest error. (dc) The agreements in this Section 4.12 This Article 27 shall survive repayment termination of the Note Indebtedness and all other amounts payable under the Note Purchase this Agreement and the other Note Purchase Documentsrepurchase of all Purchased Assets.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Debtor agrees to indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, Banc One Leasing from any and all losses, claims, damages, losses and liabilities and related costs and expenses (including the fees, charges and disbursements growing out of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of resulting from this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any ObligorAgreement; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Debtor will upon demanddemand pay or reimburse Banc One Leasing, jointly and severallyas the case may be, pay to the Agent the amount of any and all expenses, including, without limitation, the including fees and expenses disbursements of its counsel and of any counsel, experts and agents, that the Agent or any Secured Party which Banc One Leasing may incur in connection with with, (i) the administration of this Agreement; (ii) the custody, preservation, use or operation of, or the sale of, collections from, or other realization upon any Collateral; (iii) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder Banc One Leasing hereunder; or (iiiv) the failure by any Guarantor Debtor to perform or observe any of the provisions hereof. . Upon Debtor's failure to promptly pay any said amount, Banc One Leasing may add said amount to the principal amount owed on any Obligation and charge interest on the same at the rate of interest as set forth in said Obligation; (dc) Debtor shall fully and promptly pay, perform, discharge, defend, indemnify and hold harmless Banc One Leasing from any and all claims, orders, demands, causes of action, proceedings, judgments, or suits and all liabilities, losses, costs or expenses (including, without limitation, technical consultant fees, court cost, expenses paid to third parties and reasonable legal fees) and damages arising out of, or as a result of (i) any release, discharge, deposit, dump, spill, leak or placement of any Hazardous Material into or on any Collateral or property owned, leased, rented or used by Debtor (the "Property") at any time; (ii) any contamination of the soil or ground water of the Property or damage to the environment and natural resources of the Property or the result of actions whether arising under any Hazardous Materials Law, or common law; or (iii) any toxic, explosive or otherwise dangerous Hazardous Materials which have been buried beneath or concealed with the Property. The agreements indemnities set forth in this Section 4.12 paragraph shall survive repayment termination of this Agreement and shall be effective for the full dollar amount of any said cost, expense, etc., regardless of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documentsactual dollar amount of any Obligation(s).

Indemnity and Expenses. (a) The GuarantorsWithout limiting the generality of the provisions of Section 9.2 of the Credit Agreement, jointly each Grantor hereby indemnifies and severally, agree to indemnify holds harmless the Administrative Agent, each Noteholder Secured Party and each Related Party of any of their respective officers, directors, employees and agents (the foregoing Persons (each such Person being called an “IndemniteeIndemnified Parties”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, losses and liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, of or as a result of (i) the execution or delivery of resulting from this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort Security Agreement or any other theoryCredit Document (including, whether brought by a third party without limitation, enforcement of this Security Agreement), except claims, losses or by any Obligorliabilities resulting from such Indemnified Party’s gross negligence, willful misconduct or unlawful acts; provided that such indemnity shall notPROVIDED, as to any IndemniteeHOWEVER, be available THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. If and to the extent that such lossesthe foregoing undertaking may be unenforceable for any reason, claims, damages, liabilities or related expenses (x) are determined by a court each Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of competent jurisdiction by final and nonappealable judgment to have resulted from each of the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or foregoing which is permissible under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionapplicable law. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding Other than as set forth in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. clause (c) The Guarantors below, each Grantor will upon demand, jointly and severally, demand pay to the Administrative Agent and any counsel the amount of any and all expenses, including, without limitation, including the reasonable fees and expenses disbursements of its counsel and of any experts and agents, that which the Administrative Agent or and any Secured Party counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral. (c) Each Grantor will upon demand pay to the Administrative Agent and any counsel the amount of any and all expenses, including the fees and disbursements of its counsel and of any experts and agents, which the Administrative Agent and any counsel may incur in connection (i) the sale of, collection from, or other realization upon, any of the Collateral, (ii) the exercise or enforcement of any of the rights of the Administrative Agent and any local counsel or any of the other Secured Parties hereunder hereunder, or (iiiii) the failure by any Guarantor Grantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsEach Grantor agrees to indemnify, jointly defend and severally, agree to indemnify the Agent, save and hold harmless each Noteholder Secured Party and each Related Party of any of the foregoing Persons their Affiliates and their respective officers, directors, employees, agents and advisors (each such Person being called each, an “IndemniteeIndemnified Party”) from and against, and hold each Indemnitee harmless fromshall pay on demand, any and all losses, claims, damages, losses, liabilities and related costs and expenses (including the feesfees and expenses of counsel that may be incurred by or asserted or awarded against any Indemnified Party, charges and disbursements in each case arising out of any counsel for any Indemniteeor in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have expense has resulted from the such Indemnified Party’s gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionmisconduct. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Each Grantor will upon demand, jointly and severally, demand pay to the Collateral Agent and the Agents the amount of any and all out-of-pocket expenses, including, without limitation, including the fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party they may incur in connection with (i) the administration of this Agreement, or (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor. (c) Each Grantor will upon demand pay to the Collateral Agent and the Authorized Representatives the amount of any and all out-of-pocket expenses, including the fees, disbursements and other charges of counsel in connection with (i) the exercise or enforcement of any of the rights of the Agent Collateral Agent, the Authorized Representatives or the other Secured Parties hereunder or (ii) the failure by any Guarantor such Grantor to perform or observe any of the provisions hereof. (d) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The agreements in provisions of this Section 4.12 4.09 shall survive remain operative and in full force and effect regardless of the termination of this Agreement or any other Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Note Indebtedness Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Credit Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.09 shall be payable promptly following written demand therefor and all other amounts payable under shall bear interest, on and from the Note Purchase Agreement and date of demand, at the other Note Purchase Documentsrate specified in Section 2.07(b) of the Credit Agreement.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Seller hereby agrees to indemnify Buyer and its officers, directors and employees (the Agent“Indemnified Parties”) from and against any and all reasonable actual out-of-pocket liabilities, each Noteholder obligations, losses, damages, penalties, actions, judgments, suits, or disbursements (all of the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and each Related the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing Persons (foregoing; provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence, fraud or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold each such Person being called Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than the gross negligence, fraud or willful misconduct of an “Indemnitee”) againstIndemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold each Indemnitee Buyer harmless fromfrom and against all expenses, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. This Section 20(a) shall not apply with respect to Taxes other than any Indemnified Taxes that represent losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of etc. arising from any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective non-Tax claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party Seller agrees to pay as and indemnity could have been sought hereunder when billed by such Indemnitee, unless such settlement Buyer (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and Indemnified Amounts provided in Section 20(a), (ii) does not include a statement as to or an admission all of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees costs and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Buyer in connection with (i) the exercise development, preparation and execution of, and any amendment, supplement or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor modification to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsTransaction Documents or any other documents prepared in connection herewith or therewith including without limitation all the reasonable out of pocket fees, disbursements and expenses of counsel to Buyer, (iii) all of the costs and expenses incurred in connection with the consummation and administration of the Transactions contemplated hereby and thereby including without limitation all the fees, disbursements and expenses of counsel to Buyer, (iv) all costs and expenses contemplated by Section 14(b)(v) and (v) all the Diligence Fees (collectively, “Transaction Costs”).

Indemnity and Expenses. (a) The GuarantorsEach Grantor agrees to indemnify, jointly defend and severally, agree to indemnify save and hold harmless the Agent, each Noteholder Collateral Trustee and each Related Secured Party and each of any of the foregoing Persons their affiliates and their respective officers, directors, employees, agents and advisors (each such Person being called each, an “Indemnitee”"Indemnified Party") from and against, and hold each Indemnitee harmless fromshall pay on demand, any and all losses, claims, damages, losses, liabilities and related costs and expenses (including the feesincluding, charges without limitation, reasonable fees and disbursements expenses of counsel) that may be incurred by or asserted or awarded against any counsel for any IndemniteeIndemnified Party, in each case arising out of or in connection with or resulting from this Second Lien Non-Shared Security Agreement (including, without limitation, enforcement of this Second Lien Non-Shared Security Agreement), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses (x) are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct misconduct. The provisions of such Indemnitee or (ythis Section 19(a) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith shall survive the termination of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionthis Agreement. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Each Grantor will upon demand, jointly and severally, demand pay to the Agent Collateral Trustee the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its their counsel and of any experts and agents, that the Agent or any Secured Party Collateral Trustee may incur in connection with (i) the administration of this Second Lien Non-Shared Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Non-Shared Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Agent or Collateral Trustee, the other Secured Parties hereunder or (iiiv) the failure by any Guarantor such Grantor to perform or observe any of the provisions hereof. (dc) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase EACH GRANTOR ACKNOWLEDGES THAT THIS SECOND LIEN NON-SHARED SECURITY AGREEMENT AND OTHER TRANSACTION DOCUMENTS CONTAIN PROVISIONS RELEASING EACH INDEMNIFIED PARTY FROM LIABILITY AND/OR INDEMNIFYING AND HOLDING HARMLESS EACH Dynegy Second Lien Non-Shared Security Agreement and the other Note Purchase DocumentsINDEMNIFIED PARTY FOR, AMONG OTHER THINGS, INDEMNIFIED PARTY'S OWN NEGLIGENCE. EACH GRANTOR AGREES THAT THE RELEASE AND/OR INDEMNITY PROVISIONS CONTAINED IN THESE DOCUMENTS ARE CAPTIONED TO CLEARLY IDENTIFY THE RELEASE AND/OR INDEMNITY PROVISIONS AND, THEREFORE, ARE SO CONSPICUOUS THAT EACH GRANTOR HAS FAIR NOTICE OF THE EXISTENCE AND CONTENTS OF SUCH PROVISIONS. EACH GRANTOR HEREBY WAIVES ANY DEFENSES IT MIGHT ASSERT AGAINST EACH INDEMNIFIED PARTY BASED ON THE HOLDING OF THE TEXAS SUPREME COURT IN ETHYL CORP. x. XXXXXX CONST. CO., 725 S.W.2d 705 (Tex. 1987), PAGE PETROLEUM, INC., et al. V. DRESSER INDUSTRIES, INC., et al., 853 S.W.2d 505 (Tex. 1993), AND QUORUM HEALTH RESOURCES, L.L.C. v. MAVERICK COUNTY HOSPITAL DISTRICT et al., 308 F.3rd 451 (5th Cir. 2002) AND ANY RELATED CASE LAW HOLDINGS.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Borrower agrees to indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons pay within 30 days (each such Person being called an “Indemnitee”) againstor earlier if, and hold each Indemnitee harmless fromto the extent, any required under Article III) after the presentation of an invoice all reasonable and all losses, claims, damages, liabilities and related documented out-of-pocket costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery Administrative Agent in connection with the administration of this Limited Guaranty, any Agreement and the other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of Financing Documents and the transactions contemplated hereby or thereby, and thereby (but without duplication of such obligation under any other Financing Document) and (ii) the use or proposed use Administrative Agent and the Arranger Parties in connection with the preparation, negotiation, execution and delivery of this Agreement, the proceeds therefromNotes, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating the other Financing Documents and the other documents to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations delivered hereunder or under any other Note Purchase Documentthereunder, if any such Obligor has obtained a final including (A) all due diligence, syndication (including printing, distribution and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(sbank meetings), effect any settlement transportation, computer, duplication, appraisal, consultant, audit expenses and, where appropriate, registration of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding Financing Documents and (iiB) does not include a statement as to or an admission of faultthe reasonable and documented, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its Xxxxxx & Xxxxxxx LLP, counsel to the Administrative Agent and the Joint Lead Arrangers. The Borrower further agrees to pay on demand all reasonable and documented out-of-pocket expenses of the Administrative Agent, each Arranger Party and each Lender Party, if any experts (including reasonable and agentsdocumented counsel fees and expenses), that the Agent or any Secured Party may incur in connection with (i1) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including reasonable and documented fees and expenses of counsel for the Administrative Agent, each Arranger Party and each Lender Party; (2) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any collateral; (3) the exercise or enforcement of any of the rights of the Agent Administrative Agent, any Arranger Party or the other Secured Parties hereunder or any Lender Party under any Financing Document; (ii4) the failure by any Guarantor the Borrower to perform or observe any of the provisions hereof; and (5) any amendments, modifications, waivers or consents required or requested under the Financing Documents. (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent, each Arranger Party and each Lender Party and each of their Affiliates and their respective officers, directors, employees, agents, sub-agents, trustees, attorneys and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, costs, liabilities and expenses (including reasonable fees and expenses of counsel, including the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) or relating to (i) execution, amendment or administration of this Agreement, the other Financing Documents, any Letter of Credit, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances or any L/C Borrowings, (ii) the issuance or transfer of, or payment or failure to pay under, any Letter of Credit or (iii) the actual or alleged presence of Hazardous Materials requiring remediation or other response pursuant to Environmental Law on any property of the Borrower or any of its Subsidiaries or any Environmental Claim relating in any way to the Borrower or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly and primarily from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower also agrees not to assert any claim against the Administrative Agent, any Lender Party or any of their Affiliates, or any of their respective officers, directors, employees, agents, attorneys and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facility, the actual or proposed use of the proceeds of the Advances or any Letter of Credit, the Financing Documents or any of the transactions contemplated by the Financing Documents. (c) The indemnities provided by the Borrower pursuant to this Agreement shall survive the expiration, cancellation, termination or modification of this Agreement or the other Financing Documents, the resignation or removal of the Administrative Agent, and the provision of any subsequent or additional indemnity by any Person. (d) The agreements in this Section 4.12 shall survive repayment If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day of the Note Indebtedness and all Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.11(b) or 2.12(c), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, or if a Lender assigns any Eurodollar Rate Advance other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 8.07(a), the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advances. (e) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Financing Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Note Purchase Agreement and Borrower by the other Note Purchase DocumentsAdministrative Agent or any Lender Party, in its sole discretion.

Indemnity and Expenses. In addition to, but not in qualification or limitation of, any similar obligations under other Loan Documents or the agreements evidencing Lender Hedging Obligations or Secured Cash Management Obligations: (a) The Guarantors, jointly each Grantor will indemnify each Credit Party from and severally, agree to indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, against any and all losses, claims, damages, losses and liabilities and related costs and expenses arising out of or resulting from this Agreement (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result of (i) the execution or delivery enforcement of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingAgreement), whether based on contract, tort or any other theory, whether brought by a third party or by such Grantor or any Obligorother Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by such Grantor or any Obligor other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Loan Document, if any such Obligor Grantor or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors each Grantor will upon demand, jointly and severally, demand pay to the Agent Secured Party the amount of any and all reasonable costs and expenses, including, without limitation, including the fees and expenses disbursements of its Secured Party’s counsel and of any experts and agents, that the Agent or any which Secured Party may incur in connection with (ia) the transactions which give rise to this Agreement, (b) the preparation of this Agreement and the perfection and preservation of this security interest created under this Agreement, (c) the administration of this Agreement; (d) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (e) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder Party hereunder; or (iif) the failure by any Guarantor Grantor to perform or observe any of the provisions hereof, except expenses resulting from Secured Party’s gross negligence or willful misconduct. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and Buyer’s Affiliates and each of their respective officers, jointly directors and severally, agree to employees (the “Indemnified Parties”) harmless from and indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, Indemnified Parties against any and all liabilities, obligations, losses, claims, damages, liabilities and related penalties, actions, judgments, suits, fees, reasonable costs and actual out-of-pocket expenses (including the fees, charges reasonable attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased Assets) (all of the foregoing, collectively, “Indemnified Amounts”) that may at any counsel for any Indemnitee)time (including, incurred by any Indemnitee without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Person Indemnified Party under or in connection with any of the foregoing; provided that Seller shall not be liable for (including an Obligori) Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party, (ii) Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim (which, for the avoidance of doubt, shall be governed by Sections 3(q)-(t)) and (iii) any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) hereby. Without limiting the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any generality of the foregoing, whether based on contractSeller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, tort rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from than the gross negligence or willful misconduct of such Indemnitee an Indemnified Party; provided that Seller shall have no liability for any claims arising as a direct result of activities or events in connection with the foregoing which occur at any time more than six (y6) result from a claim months after Buyer (or one of its Affiliates) takes title to the related Mortgaged Property. In any suit, proceeding or action brought by Buyer in connection with any Obligor Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against an Indemnitee for all expenses, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemniteeaccount debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s actual out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable and documented fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court are recourse obligations of competent jurisdictionSeller. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party Seller agrees to pay as and indemnity could have been sought hereunder when billed by such Indemnitee, unless such settlement Buyer (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and Indemnified Amounts provided in Section ‎20(a), (ii) does not include a statement as to or an admission all of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees actual out-of-pocket costs and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Buyer in connection with (i) the exercise development, preparation and execution of, and any amendment, supplement or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor modification to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsTransaction Documents or any other documents prepared in connection herewith or therewith including without limitation all the actual out-of-pocket fees, disbursements and expenses of counsel to Buyer, (iii) all of the actual out-of-pocket costs and expenses incurred in connection with the consummation and administration of the Transactions contemplated hereby and thereby including without limitation all the actual out-of-pocket fees, disbursements and expenses of counsel to Buyer and any fees, disbursements and expenses in connection with the Blocked Account and Depository Bank, the Custodial Agreement, the Bailee Agreement, and the servicing of the Purchased Assets, (iv) all costs and expenses contemplated by Section ‎14(b)(v) and (v) all the Diligence Fees (collectively, “Transaction Costs”).

Indemnity and Expenses. (a) The Guarantors, jointly Mortgagor hereby indemnifies the Agent and severally, agree to indemnify the Agent, each Noteholder and each Related Party of Lenders against any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all lossesliabilities, claims, damages, liabilities and related costs and expenses (including whatsoever which may be made against the fees, charges and disbursements Agent and/or the Lenders or which may be incurred or become payable by the Agent and/or the Lenders in respect of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, the business of the Company or as a result of this Mortgage (i) including, but without prejudice to the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any generality of the foregoing, whether based any stamp duties on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to transfer of the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionMortgaged Shares hereunder). (b) The Guarantors Mortgagor shall not, without pay to the prior written consent Agent on behalf of the applicable Indemnitee(s), effect any settlement Lenders on its demand the amount of any pending or threatened claim, litigation, investigation or proceeding all reasonable expenses incurred by the Agent and the Lenders in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement connection with:- (i) includes an unconditional release the negotiation, preparation, execution or registration of such Indemnitee from all liability this Mortgage or claims that are the subject matter of such proceeding and any other document related thereto or with any transactions contemplated by this Mortgage or a related document; (ii) does not include a statement as any amendment or supplement to this Mortgage or any proposal for such an admission of fault, culpability, amendment to be made (whether made or a failure to act not); and (iii) any consent or waiver by or the Agent on behalf of the Lenders under or in connection with this Mortgage, or any request for such Indemniteea consent or waiver (whether granted or not). (c) The Guarantors will upon demand, jointly and severally, Mortgagor shall pay to the Agent on behalf of the Lenders on demand the amount of all reasonable expenses incurred by the Agent and/or the Lenders in connection with any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that step taken by the Agent or any Secured Party may incur the Lenders with a view to or in connection with (i) the their protection, exercise or enforcement of any right or interest created by this Mortgage or for any similar purpose as a result of a breach by the rights Mortgagor of the Agent or the other Secured Parties hereunder or this Mortgage. There shall be recoverable under this sub-clause (iic) the failure by full amount of all legal expenses on a full indemnity basis both before and after any Guarantor to perform judgment, whether or observe not such would be allowed under rules of court or any of the provisions hereoftaxation or other procedure carried out under such rules. (d) The agreements in Mortgagor shall promptly pay any stamp duty or documentary tax payable on or by reference to this Section 4.12 Mortgage and shall survive repayment fully indemnify the Agent on behalf of the Note Indebtedness Lenders on demand against any liabilities and all expenses resulting from any failure or delay by the Mortgagor to pay such stamp duty or documentary tax. (e) A certificate signed by the Agent which states that a specified amount, or aggregate amount, is due to the Lenders under this Clause 12 shall be prima facie evidence that the amount, or aggregate amount, is due. (f) The Mortgagor hereby agrees and undertakes to indemnify the Agent on behalf of the Lenders against any loss or damage or expenses which consequent on a judgment being obtained or enforced in respect of the non-payment by the Mortgagor or any other amounts payable relevant parties of any amount due under this Mortgage arises or results from any variation in rate of exchange between the Note Purchase Agreement date of the said amount becoming due or the date of the said judgment being obtained (as the case may be) and the other Note Purchase Documentsdate of actual payment thereof and this indemnity shall continue in full force and effect notwithstanding any judgment in favour of any of the Lenders.

Indemnity and Expenses. (a) The Guarantors, jointly Borrower and severally, agree each other Assignor agrees to indemnify the AgentLender, each Noteholder from and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related losses, liabilities, costs and expenses of any kind (including the reasonable attorneys' fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection withof or resulting from this Security Agreement or the security interest granted herein, or as a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingCollateral (including, whether based on contractwithout limitation, tort or any other theoryenforcement of this Security Agreement), whether brought by a third party or by any Obligor; provided that such indemnity shall notEXPRESSLY INCLUDING SUCH CLAIMS, as to any IndemniteeLOSSES OR LIABILITIES ARISING OUT OF THE MERE NEGLIGENCE OF LENDER (WHETHER SOLE, be available to the extent that such lossesCOMPARATIVE, CONTRIBUTORY, OR OTHERWISE)OR ANY ACT FROM WHICH STRICT LIABILITY MAY ARISE, except claims, damages, losses or liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted resulting from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionLender. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors Assignors will upon demand, jointly and severally, demand pay to the Agent Lender the amount of any and all reasonable expenses, including, without limitation, including the reasonable fees and expenses of its counsel and of any experts and agents, that which Lender, or, as to the Agent matters described in clauses (iii) or any Secured Party (iv) below, the Lender may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties Lender hereunder or (iiiv) the failure by any Guarantor Assignor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 . Any such amounts so made shall survive repayment be a part of the Note Indebtedness Obligations, shall be payable upon demand, and all other amounts payable under if not paid upon demand shall bear interest at the Note Purchase Agreement and the other Note Purchase DocumentsDefault Rate.

Indemnity and Expenses. The Company agrees (a) The Guarantorsto indemnify, jointly defend and severally, agree to indemnify hold harmless the Administrative Agent, each Noteholder Lender, the Issuing Lender and each Related Party of any of the foregoing Persons their respective officers, directors, employees, and affiliates (each such Person being called each, an “Indemniteeindemnified person”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities or judgments to which any such indemnified person may be subject and related costs and expenses (including arising out of or in connection with the feesLoan Documents, charges and disbursements the financings contemplated hereby, the use of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including an Obligor) arising out of, in connection with, or as a result proceeds of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document such financings or any agreement related transaction or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contractor not any of such indemnified persons is a party thereto, tort and to reimburse each of such indemnified persons upon demand for any legal or other expenses incurred in connection with the investigation or defending any other theory, whether brought by a third party or by any Obligorof the foregoing; provided that such the foregoing indemnity shall will not, as to any Indemniteeindemnified person, be available apply to the extent that such losses, claims, damages, liabilities liabilities, judgments or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted the extent arising from the willful misconduct or gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Documentindemnified person, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall notto pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of and any amendment, without supplement or modification to this Agreement, the prior written consent Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the applicable Indemnitee(s)transactions contemplated hereby and thereby, effect any settlement including without limitation, the reasonable fees and disbursements of any pending or threatened claimSidley Austin LLP, litigationcounsel to the Administrative Agent, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, to pay to the Agent Issuing Lender all reasonable out-of-pocket expenses incurred by the amount Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (d) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all expensestheir costs and expenses incurred in connection with the enforcement and preservation of any rights under this Agreement, the Notes, the other Loan Documents, and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable fees and disbursements of counsel (including, without limitation, in-house counsel) to the Administrative Agent, the Issuing Lender and to the several Lenders, including all such out-of-pocket expenses of its counsel and of incurred during any experts and agentswork-out, that the Agent restructuring or any Secured Party may incur negotiations in connection with (i) the exercise or enforcement of any respect of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor to perform or observe any of the provisions hereofObligations. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, jointly directors, employees and severally, agree to agents (“Indemnified Parties”) harmless from and indemnify the AgentIndemnified Parties against any and all liabilities, each Noteholder and each Related Party of obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the foregoing Persons Purchased Loans or in connection with any of the transactions contemplated by the Agreement (each such Person being called an “Indemnitee”or the recharacterization of any Transaction) againstand the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and hold each Indemnitee harmless from, disbursements and any and all lossesservicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, claimscollectively “Indemnified Amounts”) which may at any time (including, damageswithout limitation, liabilities such time as the Agreement shall no longer be in effect and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or as a result of (i) relating to, the execution or delivery of this Limited Guaranty, any other Note Purchase Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or Transactions thereunder or the consummation of the transactions contemplated hereby any action taken or thereby, (ii) the use omitted to be taken by any Indemnified Party under or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing; provided, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or (y) result arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from a claim anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Obligor Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against an Indemnitee for all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemnitee’s account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party's rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court are recourse obligations of competent jurisdictionSeller. (b) The Guarantors shall not, without the prior written consent Seller agrees to pay as and when billed by Buyer all of the applicable Indemnitee(s)out-of-pocket costs and expenses incurred by Buyer in connection with the development, effect preparation and execution of, and any settlement amendment, supplement or modification to, the Agreement and the other Transaction Documents or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of any pending or threatened claim, litigation, investigation or proceeding the out-of-pocket costs and expenses incurred in respect connection with the consummation and administration of which such Indemnitee is a party the transactions contemplated hereby and indemnity could have been sought hereunder by such Indemnitee, unless such settlement thereby including without limitation (i) includes an unconditional release all the reasonable fees, disbursements and expenses of such Indemnitee from all liability or claims that are the subject matter of such proceeding counsel to Buyer and (ii) does not include a statement as to or an admission of faultall the Due Diligence Fees, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly testing and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees review costs and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Buyer in connection with (i) the exercise or enforcement evaluation of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by New Loan and with respect to any Guarantor to perform or observe any of the provisions hereofTransaction. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and its respective Affiliates and each of their respective officers, jointly directors and severally, agree to employees (the “Indemnified Parties”) harmless from and indemnify the AgentIndemnified [NEWYORK 3032673_23] Parties against any and all liabilities, each Noteholder and each Related Party of obligations, losses, damages, penalties, actions, judgments, suits, Indemnified Taxes, Taxes (including stamp, excise, sales or other Taxes) that may be payable or determined to be payable with respect to any of the foregoing Persons Purchased Assets or in connection with any of the transactions contemplated by this Agreement (each such Person being called an “Indemnitee”or the recharacterization of any Transaction) againstand the documents delivered in connection herewith and therewith (other than income Taxes of Buyer), and hold each Indemnitee harmless fromfees, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges reasonable out-of-pocket attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased Assets) or disbursements (all of the foregoing, collectively, “Indemnified Amounts”) that may at any counsel for any Indemnitee)time (including, incurred by any Indemnitee without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or as a result of (i) the execution or delivery of relating to, this Limited Guaranty, any other Note Purchase Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or Transactions thereunder or the consummation of the transactions contemplated hereby any action taken or thereby, (ii) the use omitted to be taken by any Indemnified Party under or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity Seller shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted liable for Indemnified Amounts resulting from the bad faith, gross negligence or willful misconduct of such Indemnitee any Indemnified Party or (y) result for any overhead expenses of Buyer. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from a claim and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Obligor Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against an Indemnitee for all expenses, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a material breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemniteeaccount debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court are recourse obligations of competent jurisdictionSeller. (b) The Guarantors shall not, without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party Seller agrees to pay as and indemnity could have been sought hereunder when billed by such Indemnitee, unless such settlement Buyer (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and Indemnified Amounts provided in Section 20(a), (ii) does not include a statement as to or an admission all of fault, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees reasonable out-of-pocket costs and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Buyer in connection with (i) the exercise development, preparation and execution of, and any amendment, supplement or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by any Guarantor modification to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase DocumentsTransaction Documents or any other documents prepared in connection herewith or therewith including without limitation all the reasonable out-of-pocket fees, disbursements and expenses of counsel to Buyer, (iii) all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the Transactions contemplated hereby and thereby including without limitation all the fees, disbursements and expenses of counsel to Buyer, (iv) all costs and expenses contemplated by Section 14(b)(v) and (v) all the Diligence Fees (collectively, “Transaction Costs”). Transaction Costs shall not include costs incurred by Buyer for overhead and general administrative expenses of Buyer.

Indemnity and Expenses. (a) The GuarantorsSeller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, jointly directors and severally, agree to employees (“Indemnified Parties”) harmless from and indemnify the Agent, each Noteholder and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, Indemnified Parties against any and all actual out-of-pocket liabilities, obligations, losses, claims, damages, liabilities and related costs and penalties, actions, judgments, suits, fees, costs, expenses (including the fees, charges attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any counsel for any Indemnitee)time (including, incurred by any Indemnitee without limitation, until such time as this Agreement shall no longer be in effect and the Transactions and all other amounts due and payable under the Transaction Documents shall have been repaid in full) be imposed on or asserted against any Indemnitee by Indemnified Party in any Person (including an Obligor) way whatsoever arising out of, of or in connection with, or as relating to, this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence, bad faith or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than the gross negligence, bad faith or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against all actual out-of-pocket expense, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a result breach by Seller of (i) the execution any obligation thereunder or delivery arising out of this Limited Guaranty, any other Note Purchase agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s actual out-of-pocket costs and expenses reasonably incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any agreement or instrument transaction contemplated hereby or thereby, including without limitation the performance reasonable fees and disbursements of its external counsel. (b) Seller agrees to pay as and when billed by Buyer all of the parties hereto actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, this Agreement and the other Transaction Documents or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of their respective obligations hereunder or thereunder or the actual out-of-pocket costs and expenses reasonably incurred in connection with the consummation and administration of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) The Guarantors shall not, thereby including without the prior written consent of the applicable Indemnitee(s), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement limitation (i) includes an unconditional release all the fees, disbursements and expenses of such Indemnitee from all liability or claims that are the subject matter of such proceeding outside counsel to Buyer and (ii) does not include a statement as to or an admission of faultall the Due Diligence Fees, culpability, or a failure to act by or on behalf of such Indemnitee. (c) The Guarantors will upon demand, jointly testing and severally, pay to the Agent the amount of any and all expenses, including, without limitation, the fees review costs and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur incurred by Buyer in connection with (i) the exercise or enforcement evaluation of any of the rights of the Agent or the other Secured Parties hereunder or (ii) the failure by New Loan and with respect to any Guarantor to perform or observe any of the provisions hereofTransaction. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.

Indemnity and Expenses. (a) The Guarantors, jointly and severally, agree Each Grantor agrees to indemnify Agent and the Agent, each Noteholder and each Related Party of any other members of the foregoing Persons (each such Person being called an “Indemnitee”) against, Lender Group from and hold each Indemnitee harmless from, any and against all losses, claims, damages, lawsuits and liabilities and related costs and expenses (including the reasonable attorneys fees, charges and disbursements ) growing out of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person resulting from this Agreement (including an Obligorenforcement of this Agreement) arising out ofor any other Loan Document to which such Grantor is a party, in connection withexcept claims, losses or as a result of liabilities (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted resulting from the gross negligence or willful misconduct of such Indemnitee the party or (y) result from a claim brought by any Obligor against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder its officers, directors, employees, attorneys or under any other Note Purchase Document, if any such Obligor has obtained a final and nonappealable judgment in its favor on such claim agents seeking indemnification as determined by a final non-appealable order of a court of competent jurisdictionjurisdiction or (ii) relating to disputes between or among Agent and the Lenders. This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations. (b) The Guarantors shall notAs between Grantor and the Agent, without each Lender, each Bank Product Provider, and their respective successors and assigns, and for the prior written consent benefit of no other Person, Grantor agrees to be liable for, pay for and indemnify, defend and hold harmless, on demand, Agent, each of the applicable Indemnitee(sLenders, each of the Bank Product Providers and each of their successors and assigns and each of any of their officers, directors, shareholders, partners, members, employees, agents and other representatives (each an “indemnitee”) from and against any and all claims, proceedings, lawsuits, losses, liabilities, obligations, damages, judgments, fees, penalties or fines (whether criminal or civil), effect any settlement reasonable costs and expenses (including reasonable attorneys’ fees and including reasonable attorneys’ fees incurred to enforce this Agreement, including this indemnity) of any pending kind or threatened claimnature whatsoever, litigationincluding if arising or resulting from strict liability or any negligence on the part of any indemnitee, investigation incurred or proceeding suffered by any indemnitee and arising out of or resulting from Agent’s rights herein or in respect the Collateral or the manufacture, ownership, repair, maintenance, overhaul, refurbishment, modification, leasing, storage, condition, design, infringement, use, purchase, sale, leasing, pooling, exchange, operation or possession by Grantor or any other Person of any Collateral or any aircraft or aircraft engine in which such Indemnitee any Collateral is a party and indemnity could have been sought hereunder by such Indemniteeinstalled or used, unless such settlement except, in each case (i) includes an unconditional release claims, losses or liabilities resulting from the gross negligence or willful misconduct of such Indemnitee from all liability the party or claims that are the subject matter of such proceeding and its officers, directors, employees, attorneys or agents seeking indemnification, or (ii) does not include a statement as relating to disputes solely between or an admission of fault, culpabilityamong the Lenders, or a failure disputes solely between or among the Lenders and their respective Affiliates; it being understood and agreed that the indemnification in this clause (ii) shall extend to act by Agent (but not the Lenders) relative to disputes between or among Agent on behalf the one hand, and one or more Lenders, or one or more of such Indemniteetheir Affiliates, on the other hand. This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations. (c) The Guarantors will upon demandGrantors, jointly and severally, shall pay to Agent (or Agent, may charge to the Loan Account) all the Lender Group Expenses which Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Agent or any Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon the occurrence and during the continuance of an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of the Agent or the other Secured Parties hereunder or (iiiv) the failure by any Guarantor Grantor to perform or observe any of the provisions hereof. (d) The agreements in this Section 4.12 shall survive repayment of the Note Indebtedness and all other amounts payable under the Note Purchase Agreement and the other Note Purchase Documents.