Common use of Limits of Collateral Manager Responsibility Clause in Contracts

Limits of Collateral Manager Responsibility. The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, shall not be responsible for any action of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders of the Notes, the Preferred Shareholders or any other person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, (A) by reason of acts constituting bad faith, willful misconduct, fraud or gross negligence in the performance of, or reckless disregard of, its duties hereunder and under the terms of the Indenture and (B) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its affiliates, its Owners or their respective Related Persons nor any Independent Review Party assumes no any responsibility under this Agreement other than the Collateral Manager assumes responsibility to render the services called for hereunder required to be performed by it hereunder, and under the terms of the Indenture and the Master Loan Sale Agreement applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders any Holder of the Notes, any holder of Interests, the Preferred Shareholders Initial Purchaser, any of their respective affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager shall be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates or their respective Related Persons assumes no any responsibility under this Agreement Agreement, other than the Collateral Manager’s assumption of its responsibility to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith andfaith, subject to the standard Standard of conduct Care described in the next succeeding sentence, Section 2(a). The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager, including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders of the Notesany Holder, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates, or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of or with respect to any investment, investment or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under in which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than except that the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders any Holder, any beneficial owner of the Notes, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided CM Information in writing by the Collateral Manager expressly for inclusion in the each Offering Circular, such information as of the date made, containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, indirect, special, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. The Collateral Manager and any of its Affiliates may consult with counsel, independent accountants or any other experts selected by them and shall not be liable for any action taken or omitted to be taken by them in accordance with their advice. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the IssuerIssuers, the Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Placement Agent, any of their respective Affiliates or Related Persons or any other person Person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, settlementjudgements, assessments, settlement cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates and their respective Related Persons shall not be liable to the Issuer, the Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its affiliates, its Owners or their respective Related Persons nor any Independent Review Party assumes no any responsibility under this Agreement other than the Collateral Manager assumes responsibility to render the services called for hereunder required to be performed by it hereunder, and under the terms of the Indenture and the Master Loan Sale Agreement applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders any Holder of the Notes, any Holder of Interests, the Preferred Shareholders Initial Purchaser, the Placement Agents, any of their respective affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager shall be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the IssuerIssuers, the Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates or Related Persons or any other person Person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, settlementjudgements, assessments, settlement cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Collateral Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates and their respective Related Persons shall not be liable to the Issuer, the Collateral Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its affiliates, its Owners or their respective Related Persons nor any Independent Review Party assumes no any responsibility under this Agreement other than the Collateral Manager assumes responsibility to render the services called for hereunder required to be performed by it hereunder, and under the terms of the Indenture and the Master Loan Sale Agreement applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders any Holder of the Notes, any holder of Interests, the Preferred Shareholders Placement Agent, any of their respective affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager shall be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) In rendering the services called for hereunder and under the terms of the Credit Agreement applicable to the Collateral Manager, the Collateral Manager assumes no responsibility under this Agreement other than to render the services called for perform its duties and obligations hereunder and under the terms of the Indenture Credit Agreement applicable to it in good faith and, subject to the standard of conduct described except as set forth in the next succeeding sentence, shall not be responsible for any action or inaction of the Issuer Borrower, the Collateral Agent, the Collateral Administrator, the Custodian or the Trustee Administrative Agent in following or declining to follow any advice, recommendation direction or direction advice of the Collateral Manager. The Indemnified Parties None of the Collateral Manager, its Affiliates and their respective partners, members, managers, stockholders, directors, officers, employees, personnel and agents (as defined beloweach an “Collateral Manager Party”) shall not will be liable to the IssuerBorrower, the TrusteeAdministrative Agent, the Holders of the NotesCustodian, the Preferred Shareholders Collateral Agent, the Lenders or any other person Person for any act, omission, error of judgment, mistake of lawLosses incurred (including reasonable attorneys’ and accountants’ fees and expenses), or for any claimdecrease in the value of the Collateral as a result of, loss, liability, damage, settlement, cost, the actions taken or other expense (including attorneys’ fees and expenses and court costs) arising out of any investmentrecommended, or for any other act omissions (including, with respect to the Collateral Agent, the Collateral Administrator, the Custodian, the Administrative Agent or omission in the performance of any Lender, any failure to timely grant any consent requested by the Collateral Manager’s obligations ) by, the Collateral Manager, its Affiliates or their respective partners, members, managers, stockholders, directors, officers, employees, personnel or agents under or in connection with this Agreement or the terms of any other Transaction Document the Credit Agreement applicable to it, except that the Collateral Manager, incurred Manager shall be so liable as a result of actions taken or recommended or and to the extent specified in Section 10(b)(ii) for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, such Losses that arise (Ai) by reason of acts constituting bad faith, willful misconduct, fraud any act or gross negligence in the performance of, or reckless disregard of, its duties hereunder and under the terms omission of the Indenture and (B) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute constituting bad faith, willful misconduct, gross negligence or fraud by the Collateral Manager in the performance of, or reckless disregard of by the Collateral Manager with respect to, the obligations of such Issuer Indemnified Party the Collateral Manager hereunder or and under the terms of the Credit Agreement applicable to the Collateral Manager as determined in a final non-appealable judgment by a court of competent jurisdiction or (ii) by any material breach of the representations and warranties of the Collateral Manager set forth in Section 16 (each, a “Collateral Manager Breach”); provided that, no Collateral Manager Party shall be liable to the Borrower, the Collateral Agent, the Collateral Administrator, the Custodian, the Administrative Agent, the Lenders or any other Transaction Document applicable to it. For purposes Person for any consequential (including loss of profit), indirect, special or punitive damages under this Section 10, each Placement Agent is an express third party beneficiary of this AgreementAgreement or the Credit Agreement or any other Loan Document.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the IssuerIssuers, the Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates or Related Persons or any other person Person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, settlementjudgements, assessments, settlement cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. The (a) Notwithstanding anything in this Agreement to the contrary, none of the Collateral Manager Manager, its Affiliates or their respective Related Persons assumes no any responsibility under this Agreement Agreement, other than the Collateral Manager’s assumption of its responsibility to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith andfaith, subject to the standard Standard of conduct Care described in the next succeeding sentence, Section 2(b). The Collateral Manager shall not be responsible for any action or inaction of the Issuer or Issuer, the Trustee or any other Person in following or declining to follow any advice, recommendation or direction of the Collateral Manager, including as set forth in Section 7. The Notwithstanding anything in this Agreement to the contrary, the Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders of the Notesany Holder, the Preferred Shareholders Placement Agent, any of their respective Affiliates, or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of or with respect to any investment, investment or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral ManagerManager or any of its Related Persons, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning caused by (x) an untrue statement of a material fact included in the Collateral Manager provided in writing Information or (y) the omission by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement thereinstatements in the Collateral Manager Information, in light of the circumstances under in which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Notwithstanding any provision herein or in the Indenture to the contrary, the Collateral Manager shall not be liable for any consequential, indirect, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture regardless of whether such losses or damages are foreseeable and regardless of the form of action. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for expressly required to be performed by it hereunder and under the terms other Transaction Documents in accordance with the Collateral Manager Standard. None of the Indenture applicable to it in good faith andCollateral Manager’s Affiliates, subject to Owners or their respective Related Persons nor any Independent Review Party assumes any responsibility under this Agreement. None of the standard of conduct described in the next succeeding sentenceCollateral Manager, its Affiliates, its Owners or their respective Related Persons nor any Independent Review Party assumes any responsibility under this Agreement other than The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the IssuerCo-Issuers, the Trustee, the Holders of the NotesCollateral Agent, the Loan Agent, the Fiscal Agent, any Holder of Secured Debt, any holder of Preferred Shareholders Shares, the Placement Agent, the Co-Structuring Agent, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager shall be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Offering Circular Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any indirect, incidental, consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture regardless of whether such losses or damages are foreseeable and regardless of the form of action. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates and their respective Related Persons shall not be liable to the Issuer, the Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Placement Agent, any of their respective Affiliates or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Collateral Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the Issuer, the Collateral Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates or Related Persons or any other person Person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgements, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. The (a) In rendering the services called for hereunder and under the terms of the Credit Agreement applicable to the Collateral Manager, the Collateral Manager assumes no responsibility under this Agreement other than to render the services called for perform its duties and obligations hereunder and under the terms of the Indenture Credit Agreement applicable to it in good faith and, subject to the standard of conduct described except as set forth in the next succeeding sentence, shall not be responsible for any action or inaction of the Issuer Borrower, the Collateral Agent, the Collateral Administrator or the Trustee Administrative Agent in following or declining to follow any advice, recommendation direction or direction advice of the Collateral Manager. The Indemnified Parties None of the Collateral Manager, its Affiliates and their respective partners, members, managers, stockholders, directors, officers, employees, personnel and agents (as defined beloweach an “Collateral Manager Party”) shall not will be liable to the IssuerBorrower, the TrusteeAdministrative Agent, the Holders of the NotesCollateral Agent, the Preferred Shareholders Lenders or any other person Person for any act, omission, error of judgment, mistake of lawLosses incurred (including reasonable attorneys’ and accountants’ fees and expenses), or for any claimdecrease in the value of the Collateral as a result of, loss, liability, damage, settlement, cost, the actions taken or other expense (including attorneys’ fees and expenses and court costs) arising out of any investmentrecommended, or for any other act omissions (including, with respect to the Collateral Agent, the Collateral Administrator, the Administrative Agent or omission in the performance of any Lender, any failure to timely grant any consent requested by the Collateral Manager’s obligations ) by, the Collateral Manager, its Affiliates or their respective partners, members, managers, stockholders, directors, officers, employees, personnel or agents under or in connection with this Agreement or the terms of any other Transaction Document the Credit Agreement applicable to it, except that the Collateral Manager, incurred Manager shall be so liable as a result of actions taken or recommended or and to the extent specified in Section 10(b)(ii) for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, such Losses that arise (Ai) by reason of acts constituting bad faith, willful misconduct, fraud any act or gross negligence in the performance of, or reckless disregard of, its duties hereunder and under the terms omission of the Indenture and (B) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute constituting bad faith, willful misconduct, gross negligence or fraud by the Collateral Manager in the performance of, or reckless disregard of by the Collateral Manager with respect to, the obligations of such Issuer Indemnified Party the Collateral Manager hereunder or and under the terms of the Credit Agreement applicable to the Collateral Manager as determined in a final non-appealable judgment by a court of competent jurisdiction or (ii) by any material breach of the representations and warranties of the Collateral Manager set forth in Section 16 (each, a “Collateral Manager Breach”); provided that, no Collateral Manager Party shall be liable to the Borrower, the Collateral Agent, the Collateral Administrator, the Administrative Agent, the Lenders or any other Transaction Document applicable to it. For purposes Person for any consequential (including loss of profit), indirect, special or punitive damages under this Section 10, each Placement Agent is an express third party beneficiary of this AgreementAgreement or the Credit Agreement or any other Loan Document.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the IssuerIssuers, the Trustee, the Holders Holders, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Placement Agent, the Co-Placement Agent, any of their respective Affiliates or Related Persons or any other person Person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, loss liability damage, settlementjudgements, assessments, settlement cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders any holder, any beneficial owner of the Notes, the Preferred Shareholders Placement Agents, any of their respective affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Neither the Collateral Manager nor any of its individual Affiliates shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. The Collateral Manager and any of its Affiliates may consult with counsel, independent accountants or any other experts selected by them and shall not be liable for any action taken or omitted to be taken by them in accordance with their advice. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective directors, officers, stockholders, partners, employees, and agents shall not be liable to the Issuer, the Trustee, the Holders of the Notes, the Preferred Shareholders or any other person Person for any act, omission, error of judgment, mistake of law, acts or for any claim, loss, liability, damage, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of omissions by the Collateral Manager’s obligations , its directors, officers, stockholders, partners, employees, Affiliates or agents under or in connection with this Agreement or the terms of any other Transaction Document the Indenture applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Managerit, or for any decrease in the value of the CollateralAssets, except, in the case of the Collateral Manager, (A) except by reason of (x) acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance ofperformance, or reckless disregard ofdisregard, its duties hereunder and of the obligations of the Collateral Manager under the terms of this Agreement and terms of the Indenture and applicable to it or (By) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information Information containing any an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements contained therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading, in each case, as determined pursuant to a final adjudication by a court of competition jurisdiction (clauses (x) and (y), collectively, “Collateral Manager Breaches”). The Issuer shall indemnify and hold harmless (the Issuer in such case, the “Indemnifying Party”) the Collateral Manager, its Affiliates, and their respective directors, officers, stockholders, partners, employees, and agents (other than any Affiliate in its capacity as a Holder) (such parties collectively in such case, the “Indemnified Parties”) from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ and accountants’ fees and expenses)(collectively, “Losses”), related to the issuance or incurrence of the Secured Debt, the transactions contemplated by the Offering Circular, the Indenture or the performance of the Collateral Manager’s obligations under this Agreement and other than any acts or omissions of any such Losses resulting from a Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager BreachesBreach. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer shall be payable solely out of the Collateral Assets in accordance with the Priority of Payments priorities set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard Article 11 of the obligations of such Issuer Indemnified Party hereunder or under Indenture and shall be subject to the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement32 hereof.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager, its Affiliates, its Owners or their respective Related Persons (each, a “Collateral Manager Party”) assumes no any responsibility under this Agreement other than except that the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture Credit Agreement applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer Borrower or the Trustee Collateral Agent in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Collateral Manager Parties (as defined below) shall not be liable to the IssuerBorrower, the TrusteeAdministrative Agent, the Holders Collateral Agent, any Lender, any other Secured Party or any of the Notestheir respective Affiliates, the Preferred Shareholders Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Loan Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, except for liability as and to the extent specified in the case of Section 10(c) to which the Collateral Manager, (A) Manager would be subject by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and (B) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading Credit Agreement (such matters described in (A) and (B) above bad faith, willful misconduct or gross negligence being collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, indirect, special, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Credit Agreement. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than except that the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer Issuer, the Trustee, the Collateral Agent, or the Trustee Loan Agent in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders Collateral Agent, any Holder, any beneficial owner of the NotesDebt, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided CM Information in writing by the Collateral Manager expressly for inclusion in the each Offering Circular, such information as of the date made, containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, indirect, special, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. The Collateral Manager and any of its Affiliates may consult with counsel, independent accountants or any other experts selected by them and shall not be liable for any action taken or omitted to be taken by them in accordance with their advice. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its affiliates or their respective Related Persons assumes no any responsibility under this Agreement Agreement, other than the Collateral Manager’s assumption of its responsibility to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith andfaith, subject to the standard Standard of conduct Care described in the next succeeding sentence, Section 2(a). The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager, including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders of the Notesany Holder, the Preferred Shareholders Initial Purchaser, any of their respective affiliates, or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of or with respect to any investment, investment or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under in which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer Issuer, the Loan Agent or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Loan Agent, the Trustee, the Holders any Holder, any beneficial owner of the NotesDebt, the Preferred Shareholders Initial Purchaser, the Co-Placement Agent, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, (A) Manager would be subject by reason of (i) acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and (B) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the Issuer, the Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Placement Agent, the Co-Manager any of their respective Affiliates or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates and their respective Related Persons shall not be liable to the Issuer, the Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Placement Agent, the Co-Placement Agent, any of their respective Affiliates or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement or liability hereunder other than to render the services called for expressly required to be performed hereunder and under the terms of the Indenture applicable to it in good faith and, Credit Agreement subject to the standard standards of conduct described in the next succeeding sentence, Section 2(a) and shall not be responsible for and shall have no liability for any action or inaction of the Issuer Borrower or the Trustee any other Person in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders of the Notes, the Preferred Shareholders or any other person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions None of the Collateral Manager, its affiliates and any of their respective members, managers, directors, officers, stockholders, agents, partners or employees (collectively, excluding the Collateral Manager, the “Individual Affiliates”) shall be liable to the Borrower or any other Person for any expenses, losses, claims, damages, judgments, assessments, charges, demands, costs or other liabilities (collectively, “Liabilities”) incurred by the Borrower or such other Person that arise out of or in connection with the performance by the Collateral Manager of the services required to be performed hereunder or under the Credit Agreement or for any decrease in the value of the Collateral, except, in the case except for Liabilities arising from any failure of the Collateral ManagerManager to adhere to, or render the services required to be performed hereunder in accordance with, the standards of conduct described in Section 2(a). The Collateral Manager and its Individual Affiliates will not be liable to the Borrower, the Administrative Agent, the Subordinated Lenders or the Lenders for any error of judgment, mistake of law, or any loss arising out of any investment, or for any other acts or omissions by the Collateral Manager or its Individual Affiliates under or in connection with this Agreement or under the Credit Agreement, except that the Collateral Manager only (Aand in any event excluding its Individual Affiliates) will be so liable by reason of acts, including acts by its Individual Affiliates, constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, its duties hereunder and under the terms of the Indenture and (B) with respect to information concerning the Collateral Manager provided hereunder or under the Credit Agreement. The Collateral Manager does not guarantee the value of the Warehouse Assets and shall not be responsible for any loss caused by a decline in writing the market value of the Warehouse Assets except to the extent it results from such acts. The Collateral Manager may delegate to an agent selected with reasonable care any or all of the duties assigned to the Collateral Manager hereunder; provided, that no delegation by the Collateral Manager expressly for inclusion in of any of its duties hereunder shall relieve the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”)of any of its duties hereunder nor relieve the Collateral Manager of any liability with respect to the performance of such duties in accordance with the provisions hereof. The Collateral Manager and its Individual Affiliates shall not not, in any case, be liable for any consequentialindirect, punitivespecial, exemplary punitive or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, consequential damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and Borrower, the Placement Agent Administrative Agent, the Lenders and their respective Affiliates (and each of their affiliates, directors, officers, stockholders, partnersagents, members, agents employees and employees) controlling persons (each, each an “Issuer Indemnified PartyPerson”) from and against any and all Losses Liabilities, and will promptly shall reimburse each such Issuer Indemnified Party Person on a current basis for all Expenses reasonable expenses (including reasonable fees and disbursements of counsel), incurred by an Issuer such Indemnified Party Person in connection with respect thereto investigating, preparing, responding to or defending any investigative, administrative, judicial or regulatory action, suit, claim or proceeding, relating to or arising out of any action or in connection with one or more inaction by the Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute hereunder constituting bad faith, willful misconductmisconduct or gross negligence in the performance, or reckless disregard, of the duties of the Collateral Manager hereunder, except to the extent that such Liabilities or expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or reckless disregard of the obligations willful misconduct of such Issuer Indemnified Party hereunder or Person. This Section 10(a) shall survive the termination of this Agreement and the repayment of all amounts owing to the Borrower and the Lenders under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this AgreementCredit Documents.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders any Holder, any beneficial owner of the Notes, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, (A) Manager would be subject by reason of (i) acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information Circular Information (as of its date) containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under in which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, shall not be responsible for any action or inaction of the Issuer Issuer, the Independent Investment Professional or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders any Holder of the NotesObligations, the Preferred Shareholders Placement Agent, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager shall be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and applicable to the Collateral Manager or (Bii) with respect to information concerning the Collateral Manager provided in writing by Offering Circular Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact fact, in each case necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Collateral Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the Issuer, the Collateral Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Placement Agent, any of their respective Affiliates or Related Persons or any other person Person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgements, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates or their respective Related Persons assumes no any responsibility under this Agreement Agreement, other than the Collateral Manager’s assumption of its responsibility to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith andfaith, subject to the standard Standard of conduct Care described in the next succeeding sentence, Section 2(b). The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager, including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders of the Notesany Holder, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates, or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of or with respect to any investment, investment or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning caused by (x) an untrue statement of a material fact included in the Collateral Manager provided in writing Information or (y) the omission by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement thereinstatements in the Collateral Manager Information, in light of the circumstances under in which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than except that the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined belowin Section 10(b)) shall not be liable to the Issuer, the Trustee, the Holders any Holder, any beneficial owner of the Notes, any holder of Interests, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided Information in each Offering Circular, including, in each case, any amendment or supplement to such information approved by the Collateral Manager that is contained in any amendment or supplement to the final offering circular ( including any offering circular approved in writing by the Collateral Manager expressly for inclusion additional notes issued pursuant to Section 2.13 of the Indenture, or for replacement securities issued in connection with a Refinancing in part by Class of one or more Classes of Notes, or any offering circular in connection with a Re-Pricing), as of the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, indirect, special, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Collateral Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the Issuer, the Collateral Trustee, the Holders any Holder of Securities or Secured Debt, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than except that the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer Issuer, the Loan Agent or the Collateral Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the IssuerIssuer or the Collateral Trustee, any Holder, any beneficial owner of Debt, the TrusteePlacement Agents, the Holders any of the Notestheir respective Affiliates, the Preferred Shareholders Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided CM Information in writing by the Collateral Manager expressly for inclusion in the each Offering Circular, such information as of the date made, containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, indirect, special, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. The Collateral Manager and any of its Affiliates may consult with counsel, independent accountants or any other experts selected by them and shall not be liable for any action taken or omitted to be taken by them in accordance with their advice. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, shall not be responsible for any action of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders of the Notes, the Preferred Shareholders or any other person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, (A) by reason of acts constituting bad faith, willful misconduct, fraud or gross negligence in the performance of, or reckless disregard of, its duties hereunder and under the terms of the Indenture and (B) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer Issuer, the Initial Purchaser and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each of the Initial Purchaser and the Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) In rendering the services called for hereunder and under the terms of the Credit Agreement applicable to the Collateral Manager, the Collateral Manager assumes no responsibility under this Agreement other than to render the services called for perform its duties and obligations hereunder and under the terms of the Indenture Credit Agreement applicable to it in good faith and, subject to the standard of conduct described except as set forth in the next succeeding sentence, shall not be responsible for any action or inaction of the Issuer Borrower, the Collateral Agent, the Collateral Administrator, the Custodian or the Trustee Facility Agent in following or declining to follow any advice, recommendation direction or direction advice of the Collateral Manager. The Indemnified Parties None of the Collateral Manager, its Affiliates and their respective partners, members, managers, stockholders, directors, officers, employees, personnel and agents (as defined beloweach an “Collateral Manager Party”) shall not will be liable to the IssuerBorrower, the TrusteeFacility Agent, the Holders of the NotesCustodian, the Preferred Shareholders Collateral Agent, the Senior Lenders or any other person Person for any act, omission, error of judgment, mistake of lawLosses incurred (including reasonable attorneys’ and accountants’ fees and expenses), or for any claimdecrease in the value of the Collateral as a result of, loss, liability, damage, settlement, cost, the actions taken or other expense (including attorneys’ fees and expenses and court costs) arising out of any investmentrecommended, or for any other act omissions (including, with respect to the Collateral Agent, the Collateral Administrator, the Custodian, the Facility Agent or omission in the performance of any Senior Lender, any failure to timely grant any consent requested by the Collateral Manager’s obligations ) by, the Collateral Manager, its Affiliates or their respective partners, members, managers, stockholders, directors, officers, employees, personnel or agents under or in connection with this Agreement or the terms of any other Transaction Document the Credit Agreement applicable to it, except that the Collateral Manager, incurred Manager shall be so liable as a result of actions taken or recommended or and to the extent specified in Section 10(b)(ii) for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, such Losses that arise (Ai) by reason of acts constituting bad faith, willful misconduct, fraud any act or gross negligence in the performance of, or reckless disregard of, its duties hereunder and under the terms omission of the Indenture and (B) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute constituting bad faith, willful misconduct, gross negligence or fraud by the Collateral Manager in the performance of, or reckless disregard of by the Collateral Manager with respect to, the obligations of such Issuer Indemnified Party the Collateral Manager hereunder or and under the terms of the Credit Agreement applicable to the Collateral Manager as determined in a final non-appealable judgment by a court of competent jurisdiction or (ii) any material breach of the representations and warranties of the Collateral Manager set forth in Section 16 (each, a “Collateral Manager Breach”); provided that, no Collateral Manager Party shall be liable to the Borrower, the Collateral Agent, the Collateral Administrator, the Custodian, the Facility Agent, the Senior Lenders or any other Transaction Document applicable to it. For purposes Person for any consequential (including loss of profit), indirect, special or punitive damages under this Section 10, each Placement Agent is an express third party beneficiary of this AgreementAgreement or the Credit Agreement or any other Loan Document.

Limits of Collateral Manager Responsibility. The Collateral Manager assumes no responsibility under this Agreement other than to render (a) In rendering the services called for hereunder and under the terms of the Indenture applicable to the Collateral Manager, the Collateral Manager assumes no responsibility under this Agreement other than (i) to perform its duties and obligations hereunder and under the terms of the Indenture applicable to it in good faith and (ii) pursuant to this Section 10 and, subject to the standard of conduct described in the next succeeding sentenceforegoing, shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) shall ; provided that the Collateral Manager, its Affiliates and their respective partners, managers, directors, officers, members, stockholders, interest holders, agents and employees will not be liable to the Issuer, the Trustee, the Holders of the Notes, the Preferred Shareholders Noteholders or any other person for any actLosses resulting from any failure to satisfy the Standard of Care, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of except that the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable Manager may be so liable (x) to the Collateral Managerextent set forth in Section 10(b), incurred as a (y) to the extent such Losses are the result of actions taken acts or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, (A) by reason of acts constituting bad faith, willful misconduct, fraud willful misfeasance or gross negligence by the Collateral Manager in the performance of, or reckless disregard of, its duties by the Collateral Manager with respect to the obligations of the Collateral Manager hereunder and under the terms of the Indenture and (B) with respect applicable to information concerning the Collateral Manager provided in writing and (z) to the extent that any representation or warranty made by the Collateral Manager expressly pursuant to this Agreement as it relates to information provided by the Collateral Manager for inclusion in the Offering Circular, such information containing Circular shall prove to be incorrect in any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading respect when made (such matters described in clauses (Ay) and (Bz) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified PartyBreach”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer Issuer, the A-L-A Loan Agent, the A-L-B Loan Agent or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the A- L-A Loan Agent, the A-L-B Loan Agent, the Trustee, the Holders any Holder, any beneficial owner of the NotesDebt, the Preferred Shareholders Co-Placement Agent, the Placement Agent, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, (A) Manager would be subject by reason of (i) acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information Circular Information (as of its date) containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under in which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. (b) The Issuer shall indemnify and hold harmless the Collateral Manager and Manager, its Affiliates and each of Owners and their directors, officers, shareholders, partners, members, agents and employees respective Related Persons (each, a an “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager an Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.and

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the Issuer, the Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Initial Purchaser, the Co-Placement Agent, any of their respective Affiliates or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Collateral Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the Issuer, the Collateral Trustee, the Holders any Holder of Debt, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates or Related Persons or any other person Person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgements, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture made applicable to it pursuant to the terms of this Agreement in good faith and, subject to the standard of conduct described in the next succeeding sentence, shall not be responsible for any action of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its directors, officers, stockholders, partners, agents and employees, and its Affiliates and their directors, officers, stockholders, partners, agents and employees, shall not be liable to the Issuer, the Trustee, the Holders of the Notes, the Preferred Shareholders Noteholders or any other person for any actlosses (including, omissionbut not limited to, error losses in value of judgmentthe Collateral), mistake of lawclaims, damages, judgments, assessments, costs or other liabilities (collectively, "Liabilities") incurred by the Issuer, the Trustee, or for any claim, loss, liability, damage, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising the Noteholders that arise out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with the performance by the Collateral Manager of its duties under this Agreement or and the terms of any other Transaction Document applicable to the Collateral ManagerIndenture, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, except (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud negligence or gross negligence breach of fiduciary duty in the performance ofperformance, or reckless disregard ofdisregard, its duties of the obligations of the Collateral Manager hereunder and under the terms of the Indenture and applicable to it or (Bii) with respect to the information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering CircularMemorandum dated November 11, 1997 relating to Collateralized Loan Obligations issuable in series (the "Base Memorandum"), and the Supplements dated November 11, 1997 to the Base Memorandum relating to the Senior Notes and the Subordinated Notes (the "Note Supplements" and together with the Base Memorandum, the "Offering Memorandum"), such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), . The matters described in (i) and (ii) in the transactions contemplated by the Offering Circular, the Indenture or preceding sentence are collectively referred to for purposes of this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred paragraph 10 as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more "Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement".

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than except that the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined belowin Section 10(b)) shall not be liable to the Issuer, the Trustee, the Holders any Holder, any beneficial owner of the Notes, any holder of Interests, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended by, or for any omissions of of, the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided Information in each Offering Circular, including, in each case, any amendment or supplement to such information approved by the Collateral Manager that is contained in any amendment or supplement to the Final Offering Circular (including any offering circular approved in writing by the Collateral Manager expressly for inclusion additional Notes issued pursuant to Section 2.13 of the Indenture, or for replacement securities issued in connection with a Refinancing in part by Class of one or more Classes of Notes, or any offering circular in connection with a Re-Pricing), as of the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, indirect, special, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) In rendering the services called for hereunder and under the terms of the Credit Agreement applicable to the Collateral Manager, the Collateral Manager assumes no responsibility under this Agreement other than to render the services called for perform its duties and obligations hereunder and under the terms of the Indenture Credit Agreement applicable to it in good faith and, subject to the standard of conduct described except as set forth in the next succeeding sentence, shall not be responsible for any action or inaction of the Issuer Borrower, the Collateral Agent, the Custodian or the Trustee Administrative Agent in following or declining to follow any advice, recommendation direction or direction advice of the Collateral Manager. The Indemnified Parties None of the Collateral Manager, its Affiliates and their respective partners, members, managers, stockholders, directors, officers, employees and agents (as defined beloweach a “Collateral Manager Party”) shall not will be liable to the IssuerBorrower, the TrusteeCollateral Agent, the Holders of the NotesCustodian, the Preferred Shareholders Administrative Agent, the Lenders or any other person Person for any act, omission, error of judgment, mistake of lawLosses incurred (including reasonable attorneys’ and accountants’ fees and expenses), or for any claimdecrease in the value of the Collateral as a result of, loss, liability, damage, settlement, cost, the actions taken or other expense (including attorneys’ fees and expenses and court costs) arising out of any investmentrecommended, or for any other act omissions (including, with respect to the Collateral Agent, the Custodian, the Administrative Agent or omission in the performance of any Lender, any failure to timely grant any consent requested by the Collateral Manager’s obligations ) by, the Collateral Manager, its Affiliates or their respective partners, members, managers, stockholders, directors, officers, employees or agents under or in connection with this Agreement or the terms of any other Transaction Document the Credit Agreement applicable to it, except that the Collateral Manager, incurred Manager shall be so liable as a result of actions taken or recommended or and to the extent specified in Section 10(b)(ii) for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, such Losses that arise (Ai) by reason of acts any act or omission of the Collateral Manager constituting bad faith, willful misconduct, fraud or gross negligence or fraud by the Collateral Manager in the performance of, or reckless disregard ofby the Collateral Manager with respect to, its duties the obligations of the Collateral Manager hereunder and under the terms of the Indenture and (B) with respect Credit Agreement applicable to information concerning the Collateral Manager provided in writing or (ii) by any breach of the representations and warranties of the Collateral Manager expressly for inclusion set forth in the Offering Circular, such information containing any untrue statement of material fact or omitting to state Section 16 (a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager BreachesBreach”). The ; provided that, no Collateral Manager Party shall not be liable to the Borrower, the Collateral Agent, the Custodian, the Administrative Agent, the Lenders or any other Person for any consequentialconsequential (including loss of profit), punitiveindirect, exemplary special or treble punitive damages under this Agreement or lost profitsthe Credit Agreement or any other Loan Document. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a)None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders any Holder, any beneficial owner of the Notes, the Preferred Shareholders Initial Purchaser, the Co-Placement Agent, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, (A) Manager would be subject by reason of (i) acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information Circular Information (as of its date) containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under in which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the Issuer, the Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Co-Initial Purchasers, any of their respective Affiliates or Related Persons or any other person Person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, settlementjudgements, assessments, settlement cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the Issuer, the Trustee, the Holders any Holder of Securities, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates or Related Persons or any other person Person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgements, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for any action or inaction of the Issuer or the Collateral Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) Collateral Manager, its Affiliates and their respective Related Persons shall not be liable to the Issuer, the Collateral Trustee, the Holders any Holder of Debt, any holder of the NotesIssuer’s ordinary shares, the Preferred Shareholders Placement Agent, any of their respective Affiliates or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager will be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder under this Agreement and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), misleading (the transactions contemplated by the Offering Circular, the Indenture or this Agreement preceding clauses (i) and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred (ii) collectively referred to as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more “Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement).

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than except that the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders any Holder, any beneficial owner of the Notes, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided CM Information in writing by the Collateral Manager expressly for inclusion in the each Offering Circular, such information as of the date made, containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, indirect, special, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. The Collateral Manager and any of its Affiliates may consult with counsel, independent accountants or any other experts selected by them and shall not be liable for any action taken or omitted to be taken by them in accordance with their advice. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Trustee, the Holders any holder, any beneficial owner of the Notes, the Preferred Shareholders Initial Purchaser, the Placement Agent, any of their respective affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. The Collateral Manager and any of its Affiliates may consult with counsel, independent accountants or any other experts selected by them and shall not be liable for any action taken or omitted to be taken by them in accordance with their advice. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it pursuant to the terms of this Agreement in good faith and, subject to the standard of conduct described in the next succeeding sentencesentence and in Sections 2 and 7. The Collateral Manager, its Affiliates and their respective members, principals, partners, managers, directors, officers, stockholders, employees and agents (collectively, the “ Collateral Manager Affiliates”) will not be liable to the Co-Issuers, the Trustee, the Collateral Administrator, the Preference Share Paying Agent, the Noteholders, the Preference Shareholders or any other Person for any losses, claims, damages, demands, charges, judgments, assessments, costs or other liabilities (collectively, “L iabilities”) incurred by the Co-Issuers, the Trustee, the Preference Share Paying Agent, the Noteholders, the Preference Shareholders or any other Person that arise out of or in connection with the performance by the Collateral Manager of its duties under this Agreement or the Indenture, or for any decrease in the value of the Collateral; provided that the Collateral Manager shall be subject to liability by reason of acts or omissions of the Collateral Manager constituting bad faith, willful misconduct or gross negligence in the performance, or reckless disregard, of the obligations of the Collateral Manager hereunder and under the terms of the Indenture applicable to the Collateral Manager; provided further that in no event shall the Collateral Manager or any Collateral Manager Affiliate be liable for consequential, special, exemplary or punitive damages. Any stated limitations on liability shall not relieve the Collateral Manager from any responsibility it has under any state or Federal statutes. The matters described in the proviso to the second preceding sentence are collectively referred to for purposes of this Agreement as “ Collateral Manager Breaches”. The Collateral Manager shall not be responsible for any action or omission of the Issuer or Issuer, the Trustee or any other Person, including (without limitation) in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Indemnified Parties (as defined below) shall , which advice, recommendation or direction does not be liable to the Issuer, the Trustee, the Holders of the Notes, the Preferred Shareholders or any other person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, settlement, cost, or other expense (including attorneys’ fees constitute a Collateral Manager Breach and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of is not inconsistent with the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, (A) by reason of acts constituting bad faith, willful misconduct, fraud or gross negligence in the performance of, or reckless disregard of, its duties hereunder and under the terms of the Indenture and (B) with respect to information concerning the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement7.

Limits of Collateral Manager Responsibility. The (a) Notwithstanding anything set forth in the Indenture, any Hedge Agreement, any Pre-Closing Agreements or the Collateral Administration Agreement to the contrary, the Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture Indenture, any Pre-Closing Agreements and the Collateral Administration Agreement applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, shall not be responsible for any action or inaction of the Issuer Issuer, the Insurer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager or for any action or inaction of the Collateral Administrator. The Indemnified Parties (as defined below) Collateral Manager, its directors, officers, partners, employees, Affiliates and agents shall not be liable to the Issuer, the Insurer, the Trustee, the Holders of the Notes, the Preferred Shareholders Securities or any other person for any act, omission, error of judgment, mistake of law, acts or for any claim, loss, liability, damage, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of omissions by the Collateral Manager’s obligations , its directors, officers, partners, employees, Affiliates or agents under or in connection with this Agreement or the terms of the Indenture, any other Transaction Document Pre-Closing Agreements or the Collateral Administration Agreement applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Managerit, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, (A) except by reason of acts or omissions constituting criminal conduct, fraud, bad faith, willful misconduct, fraud misconduct or gross negligence in the performance ofperformance, or reckless disregard ofdisregard, its duties of the obligations of the Collateral Manager hereunder and or under the terms of the Indenture and (B) with respect to information concerning Indenture, any Pre-Closing Agreements or the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting Administration Agreement applicable to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunderit. The Issuer shall indemnify and hold harmless (the Issuer in such case, the “Indemnifying Party”) the Collateral Manager and Manager, its Affiliates and each of their directors, officers, shareholders, partners, membersemployees, Affiliates and agents and employees (eachother than any Affiliate in its capacity as a Noteholder) (such parties collectively in such case, a the “Collateral Manager Indemnified PartyParties”) from and against any and all expenses, losses, claims, damages, judgmentsliabilities, assessmentsdemands, costs or other liabilities (collectively, “Losses”) charges and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto claims of any nature whatsoever (including reasonable attorneys’ and accountants’ fees and expenses of counselexpenses), (i) (collectively, “Expenses”) arising out in respect of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and arising from any acts or omissions of the Collateral Manager, its directors, officers, partners, employees, Affiliates or agents made in good faith in the performance of the Collateral Manager’s duties under this Agreement, any such Pre-Closing Agreements, the Collateral Manager Indemnified Party; providedAdministration Agreement and the Indenture or (ii) in connection with the transactions contemplated by this Agreement, that such any Pre-Closing Agreements, the Collateral Manager Indemnified Party shall Administration Agreement and the Indenture, and in either case not be indemnified for any Losses constituting criminal conduct, fraud, bad faith, willful misconduct, gross negligence or Expenses incurred as a result reckless disregard of any acts or omissions by any such the Collateral Manager Indemnified Party that constitute one or more Collateral Manager BreachesManager’s obligations hereunder. Notwithstanding anything contained herein in this Agreement to the contrary, the obligations of the Issuer under this Section 10 shall be (A) prior to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations the Capital Markets Closing Date, payable solely out of the Pre-Closing Collateral and only after any amounts owed by the Issuer to the Warehouse Lender (including but not limited to amounts paid in respect of the purchase price for, or recoupment of losses on, any Pre-Closing Collateral acquired by the Warehouse Lender for forward settlement to the Issuer) and the collateral agent under the Pre-Closing Agreement have been paid in full, in accordance with the terms of the Pre-Closing Agreements and (B) on and after the Capital Markets Closing Date, payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this AgreementPayments.

Limits of Collateral Manager Responsibility. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for expressly required to be performed by it hereunder and under the terms other Transaction Documents in accordance with the Collateral Manager Standard. None of the Indenture applicable to it in good faith andCollateral Manager’s Affiliates, subject to the standard of conduct described in the next succeeding sentence, Owners or their respective Related Persons nor any Independent Review Party assumes any responsibility under this Agreement. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Collateral Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, the Collateral Trustee, the Holders Loan Agent, any Holder of the NotesDebt, the Preferred Shareholders Placement Agent, the Co- Structuring Agent, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except the Collateral Manager, Manager shall be liable (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided in writing by Offering Circular Information, as of the Collateral Manager expressly for inclusion in the Offering Circulardate made, such information containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any indirect, incidental, consequential, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture regardless of whether such losses or damages are foreseeable and regardless of the form of action. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) None of the Collateral Manager Manager, its Affiliates, its Owners or their respective Related Persons assumes no any responsibility under this Agreement other than except that the Collateral Manager agrees to render the services called for required to be performed by it hereunder and under the terms of the Indenture applicable to it in good faith and, subject to the standard of conduct described in the next succeeding sentence, it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral ManagerManager including as set forth in Section 7. The Indemnified Parties (as defined below) shall not be liable to the Issuer, Issuer or the Trustee, the Holders any Holder, any beneficial owner of the Notes, the Preferred Shareholders Initial Purchaser, any of their respective Affiliates, Owners or Related Persons or any other person Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement, cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the CollateralAssets, except, in the case of except for liability to which the Collateral Manager, Manager would be subject (Ai) by reason of acts or omissions constituting bad faith, willful misconduct, fraud misconduct or gross negligence in the performance of, or reckless disregard of, of its duties hereunder and under the terms of the Indenture and or (Bii) with respect to information concerning the Collateral Manager provided CM Information in writing by the Collateral Manager expressly for inclusion in the each Offering Circular, such information as of the date made, containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement statements therein, in light of the circumstances under which they are were made, not misleading (such matters described in the preceding clauses (Ai) and (Bii) above collectively being referred to herein for purposes of this Section 10 as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, indirect, special, punitive, exemplary or treble damages or lost profitsprofits hereunder or under the Indenture. The Collateral Manager and any of its Affiliates may consult with counsel, independent accountants or any other experts selected by them and shall not be liable for any action taken or omitted to be taken by them in accordance with their advice. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the obligations of such Issuer Indemnified Party hereunder or under the terms of any other Transaction Document applicable to it. For purposes of this Section 10, each Placement Agent is an express third party beneficiary of this Agreement.

Limits of Collateral Manager Responsibility. The (a) In rendering the services called for hereunder and under the terms of the Credit Agreement applicable to the Collateral Manager, the Collateral Manager assumes no responsibility under this Agreement other than to render the services called for perform its duties and obligations hereunder and under the terms of the Indenture Credit Agreement applicable to it in good faith and, subject to the standard of conduct described except as set forth in the next succeeding sentence, shall not be responsible for any action or inaction of the Issuer Borrower, the Collateral Agent, the Custodian or the Trustee Facility Agent in following or declining to follow any advice, recommendation direction or direction advice of the Collateral Manager. The Indemnified Parties None of the Collateral Manager, its Affiliates and their respective partners, members, managers, stockholders, directors, officers, employees, personnel and agents (as defined beloweach a “Collateral Manager Party”) shall not will be liable to the IssuerBorrower, the TrusteeFacility Agent, the Holders of the NotesCustodian, the Preferred Shareholders Collateral Agent, the Lenders or any other person Person for any act, omission, error of judgment, mistake of lawLosses incurred (including reasonable attorneys’ and accountants’ fees and expenses), or for any claimdecrease in the value of the Collateral as a result of, loss, liability, damage, settlement, cost, the actions taken or other expense (including attorneys’ fees and expenses and court costs) arising out of any investmentrecommended, or for any other act omissions (including, with respect to the Collateral Agent, the Custodian, the Facility Agent or omission in the performance of any Lender, any failure to timely grant any consent requested by the Collateral Manager’s obligations ) by, the Collateral Manager, its Affiliates or their respective partners, members, managers, stockholders, directors, officers, employees, personnel or agents under or in connection with this Agreement or the terms of any other Transaction Document the Credit Agreement applicable to the Collateral Managerit, incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the value of the Collateral, except, in the case of the Collateral Manager, (A) by reason of acts constituting bad faith, willful misconduct, fraud or gross negligence in the performance of, or reckless disregard of, its duties hereunder and under the terms of the Indenture and (B) with respect to information concerning except that the Collateral Manager provided in writing by the Collateral Manager expressly for inclusion in the Offering Circular, such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading (such matters described in (A) and (B) above collectively being referred to herein as “Collateral Manager Breaches”). The Collateral Manager shall not be liable for any consequential, punitive, exemplary or treble damages or lost profits. Nothing contained herein shall be deemed so liable as and to waive any liability which cannot be waived under applicable state or federal law or any rules or regulations adopted thereunder. The Issuer shall indemnify and hold harmless the Collateral Manager and its Affiliates and each of their directors, officers, shareholders, partners, members, agents and employees (each, a “Collateral Manager Indemnified Party”extent specified in Section 10(b)(ii) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) and will promptly reimburse each for such Collateral Manager Indemnified Party for all reasonable fees and expenses incurred by a Collateral Manager Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, “Expenses”) Losses arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular or omission or alleged omission to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such the Collateral Manager Indemnified Party; provided, that such Collateral Manager Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by any such Collateral Manager Indemnified Party that constitute one or more Collateral Manager Breaches. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture. The Collateral Manager shall indemnify and hold harmless the Issuer and the Placement Agent and their respective Affiliates (and each of their directors, officers, stockholders, partners, members, agents and employees) (each, an “Issuer Indemnified Party”) from and against any and all Losses and will promptly reimburse each such Issuer Indemnified Party for all Expenses incurred by an Issuer Indemnified Party with respect thereto arising out of or in connection with one or more Collateral Manager Breaches; provided, that if such Issuer Indemnified Party is the Issuer, such Issuer Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any acts or omissions by such Issuer Indemnified Party that constitute constituting bad faith, willful misconduct, gross negligence or fraud by the Collateral Manager in the performance of, or reckless disregard of by the Collateral Manager with respect to, the obligations of such Issuer Indemnified Party the Collateral Manager hereunder or and under the terms of the Credit Agreement applicable to the Collateral Manager (a “Collateral Manager Breach”); provided that, no Collateral Manager Party shall be liable to the Borrower, the Collateral Agent, the Custodian, the Facility Agent, the Lenders or any other Transaction Document applicable to it. For purposes Person for any consequential (including loss of profit), indirect, special or punitive damages under this Section 10, each Placement Agent is an express third party beneficiary of this AgreementAgreement or the Credit Agreement or any other Facility Document.