Common use of Indemnities by the Borrower Parties Clause in Contracts

Indemnities by the Borrower Parties. Without limiting any other rights that the Program Agent, any Managing Agent or any Lender may have hereunder or under applicable law, (A) Borrower hereby agrees to indemnify (and pay upon demand to) the Program Agent, each Managing Agent and each Lender and their respective Affiliates, successors, assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Program Agent, such Managing Agent or such Lender) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, any other Facility Document or the transactions contemplated by any Facility Document, or any Receivable, Contract or Related Security, or the use of the proceeds of any Borrowing hereunder, or the funding either directly or indirectly, by a Lender of a Borrowing or any Indemnified Party’s interest in the Receivables, the Contract or any Related Security and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder or under any other Facility Document excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B): (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (c) taxes imposed by the United States federal government or the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net or gross income of such Indemnified Party provided, however, that nothing contained in this sentence shall limit the liability of any Borrower Party or limit the recourse of the Indemnified Parties to any Borrower Party for amounts otherwise specifically provided to be paid by such Borrower Party under the terms of this Agreement or any other Facility Document. Without limiting the generality of the foregoing indemnification, each Borrower Party shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower or the Servicer) relating to or resulting from: (i) any representation or warranty made by any Borrower Party or Originator (or any officers of any such Person) under or in connection with this Agreement, any other Facility Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by Borrower, the Servicer or Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of Borrower, the Servicer or Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Facility Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Document, the transactions contemplated hereby or thereby, the use of the proceeds of any Borrowing, the ownership of the Loans, any lien under any Springing Lien Indenture or any other investigation, litigation or proceeding relating to Borrower, the Servicer or Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or by any other Facility Document; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Event of Termination or Incipient Event of Termination described in Section 7.01(d); (x) any failure of Borrower to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Borrower to give reasonably equivalent value to Originator under the Receivables Sale Agreement in consideration of the transfer by Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xi) any failure to vest and maintain vested in the Program Agent for the benefit of the Secured Parties, or to transfer to the Program Agent for the benefit of the Secured Parties a first priority perfected security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Facility Documents); (xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Borrowing or at any subsequent time; (xiii) any action or omission by any Borrower Party which reduces or impairs the rights of the Program Agent or the Secured Parties with respect to any Collateral or the value of any Collateral; (xiv) any attempt by any Person to void the security interest in the Collateral granted hereunder under statutory provisions or common law or equitable action; (xv) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included; or (xvi) the failure of (i) any Deposit Account Bank to remit any amounts or items of payment held in a Deposit Account or in a Lock-Box pursuant to the instructions of the Program Agent given in accordance with this Agreement, the applicable Blocked Account Agreement or the other Facility Documents, whether by reason of the exercise of setoff rights or otherwise, or (ii) any sub-servicer or any other third party with a contractual relationship with the Borrower for the acceptance or processing of Collections, to remit any Collections received by it to a Lock-Box or a Deposit Account.

Indemnities by the Borrower Parties. Without limiting any other rights that the Program Agent, any Managing Agent the LC Issuer or any the Lender may have hereunder or under applicable law, (Aa) the Borrower hereby agrees to indemnify (and pay upon demand to) the Program Agent, each Managing Agent the LC Issuer, the Lender and each Lender and their of the respective Affiliates, successors, assigns, officers, directors, agents and employees of the foregoing (each each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Program Agent, such Managing Agent or such Lender) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, any other Facility Transaction Document or the transactions contemplated by any Facility Document, or any Receivable, Contract or Related Securitythereby, or the use of the proceeds of any Borrowing hereunderacquisition, or the funding either directly or indirectly, by a the Lender of a Borrowing any security interest or any Indemnified Party’s other interest in the Purchased Receivables, the Contract or any Related Security and (Bb) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder or under any other Facility Document excluding, however, in all of the foregoing instances under the preceding clauses (Aa) and (Bb): (ai) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (bii) Indemnified Amounts to the extent the same includes losses in respect of Purchased Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (ciii) taxes imposed by the United States federal government States, the Indemnified Party’s jurisdiction of organization (or in the case of an individual, his or her jurisdiction of primary residence) or any other jurisdiction in which such Indemnified Party’s principal executive office is locatedParty has established a taxable nexus other than in connection with the transactions contemplated hereby, on or measured by the overall net income or gross income receipts of such Indemnified Party provided, however, to the extent that nothing contained in this sentence shall limit the liability computation of any Borrower Party or limit such taxes is consistent with the recourse characterization for tax purposes of the Indemnified Parties to any Borrower Party for amounts otherwise specifically provided to be paid acquisition by such Borrower Party under the terms Lender of this Agreement or any other Facility Document. Without limiting the generality of the foregoing indemnification, each Borrower Party shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower or the Servicer) relating to or resulting from: (i) any representation or warranty made by any Borrower Party or Originator (or any officers of any such Person) under or in connection with this Agreement, any other Facility Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by Borrower, the Servicer or Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of Borrower, the Servicer or Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Facility Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Document, the transactions contemplated hereby or thereby, the use of the proceeds of any Borrowing, the ownership of the Loans, any lien under any Springing Lien Indenture or any other investigation, litigation or proceeding relating to Borrower, the Servicer or Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or by any other Facility Document; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Event of Termination or Incipient Event of Termination described in Section 7.01(d); (x) any failure of Borrower to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Borrower to give reasonably equivalent value to Originator under the Receivables Sale Agreement in consideration of the transfer by Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xi) any failure to vest and maintain vested in the Program Agent for the benefit of the Secured Parties, or to transfer to the Program Agent for the benefit of the Secured Parties a first priority perfected security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except Purchased Receivables as created a loan or loans by the Facility Documents); (xii) Lender to the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under Borrower secured by the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Borrowing or at any subsequent time; (xiii) any action or omission by any Borrower Party which reduces or impairs the rights of the Program Agent or the Secured Parties with respect to any Collateral or the value of any Collateral; (xiv) any attempt by any Person to void the security interest in the Collateral granted hereunder under statutory provisions or common law or equitable action; (xv) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included; or (xvi) the failure of (i) any Deposit Account Bank to remit any amounts or items of payment held in a Deposit Account or in a Lock-Box pursuant to the instructions of the Program Agent given in accordance with this Agreement, the applicable Blocked Account Agreement or the other Facility Documents, whether by reason of the exercise of setoff rights or otherwise, or (ii) any sub-servicer or any other third party with a contractual relationship with the Borrower for the acceptance or processing of Collections, to remit any Collections received by it to a Lock-Box or a Deposit Account.

Indemnities by the Borrower Parties. Without limiting any other rights that the Program Agent, any Managing Agent the LC Issuer or any Lender Lenders may have hereunder or under applicable law, (Aa) the Borrower hereby agrees to indemnify (and pay upon demand to) the Program Agent, each Managing Agent and the LC Issuer, each Lender and their each of the respective Affiliates, successors, assigns, officers, directors, agents and employees of the foregoing (each each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Program Agent, such Managing Agent or such Lender) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, any other Facility Transaction Document or the transactions contemplated by any Facility Document, or any Receivable, Contract or Related Securitythereby, or the use of the proceeds of any Borrowing hereunderacquisition, or the funding either directly or indirectly, by a Lender of a Borrowing any security interest or any Indemnified Party’s other interest in the Purchased Receivables, the Contract or any Related Security and (Bb) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder or under any other Facility Document excluding, however, in all of the foregoing instances under the preceding clauses (Aa) and (Bb): (ai) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (bii) Indemnified Amounts to the extent the same includes losses in respect of Purchased Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (ciii) taxes imposed by the United States federal government States, the Indemnified Party’s jurisdiction of organization (or in the case of an individual, his or her jurisdiction of primary residence) or any other jurisdiction in which such Indemnified Party’s principal executive office is locatedParty has established a taxable nexus other than in connection with the transactions contemplated hereby, on or measured by the overall net income or gross income receipts of such Indemnified Party provided, however, to the extent that nothing contained in this sentence shall limit the liability computation of any Borrower Party or limit such taxes is consistent with the recourse characterization for tax purposes of the Indemnified Parties to any Borrower Party for amounts otherwise specifically provided to be paid acquisition by such Borrower Party under the terms Lenders of this Agreement or any other Facility Document. Without limiting the generality of the foregoing indemnification, each Borrower Party shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower or the Servicer) relating to or resulting from: (i) any representation or warranty made by any Borrower Party or Originator (or any officers of any such Person) under or in connection with this Agreement, any other Facility Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by Borrower, the Servicer or Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of Borrower, the Servicer or Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Facility Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Document, the transactions contemplated hereby or thereby, the use of the proceeds of any Borrowing, the ownership of the Loans, any lien under any Springing Lien Indenture or any other investigation, litigation or proceeding relating to Borrower, the Servicer or Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or by any other Facility Document; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Event of Termination or Incipient Event of Termination described in Section 7.01(d); (x) any failure of Borrower to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Borrower to give reasonably equivalent value to Originator under the Receivables Sale Agreement in consideration of the transfer by Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xi) any failure to vest and maintain vested in the Program Agent for the benefit of the Secured Parties, or to transfer to the Program Agent for the benefit of the Secured Parties a first priority perfected security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except Purchased Receivables as created a loan or loans by the Facility Documents); (xii) Lenders to the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under Borrower secured by the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Borrowing or at any subsequent time; (xiii) any action or omission by any Borrower Party which reduces or impairs the rights of the Program Agent or the Secured Parties with respect to any Collateral or the value of any Collateral; (xiv) any attempt by any Person to void the security interest in the Collateral granted hereunder under statutory provisions or common law or equitable action; (xv) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included; or (xvi) the failure of (i) any Deposit Account Bank to remit any amounts or items of payment held in a Deposit Account or in a Lock-Box pursuant to the instructions of the Program Agent given in accordance with this Agreement, the applicable Blocked Account Agreement or the other Facility Documents, whether by reason of the exercise of setoff rights or otherwise, or (ii) any sub-servicer or any other third party with a contractual relationship with the Borrower for the acceptance or processing of Collections, to remit any Collections received by it to a Lock-Box or a Deposit Account.

Indemnities by the Borrower Parties. Without limiting any other rights that the Program Agent, any Managing Agent or any Lender may have hereunder or under applicable law, (A) the Borrower hereby agrees to indemnify the Agent (and pay upon demand to) the Program Agentexcept, each Managing Agent and if applicable, in its capacity as Swap Counterparty), each Lender and their respective Affiliates, successors, assigns, officers, directors, agents and employees (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payablepayable by any such Indemnified Party, including reasonable attorneys’ ' fees (which attorneys may be employees of the Program Agent, such Managing Agent or such Lender) and disbursements (all of the foregoing foregoing, together with the exclusions set forth below, being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of this Agreement, any other Facility Document Agreement or the transactions contemplated by any Facility Documentacquisition, or any Receivable, Contract or Related Security, or the use of the proceeds of any Borrowing hereunder, or the funding either directly or indirectly, by to a Lender of a Borrowing or any Indemnified Party’s security interest in the Receivables, the Contract or any Related Security and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s 's activities as Servicer hereunder or under any other Facility Document hereunder; excluding, howeverHOWEVER, in all of the foregoing instances under the preceding clauses (A) and (B): (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction or a final decree issued in connection with an administrative proceeding holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (c) taxes imposed by the United States federal government or the jurisdiction in which such Indemnified Party’s 's principal executive office is located, on or measured by the overall net or gross income of such Indemnified Party providedto the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the Loans as a loan or loans by the Lenders to the Borrower secured by the Receivables, howeverthe Collections with respect thereto and other Collateral; PROVIDED, HOWEVER, that nothing contained in this sentence shall limit the liability of any Borrower Party or limit the recourse of the Indemnified Parties Lenders to any Borrower Party for amounts otherwise specifically provided to be paid by such Borrower Party under the terms of this Agreement or any other Facility DocumentAgreement. Without limiting the generality of the foregoing indemnification, each the Borrower Party shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, including losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Borrower or the Servicer) relating to or resulting from: (ia) any representation or warranty made by any Borrower Party or the Originator (or any officers of any such Person) under or in connection with this Agreement, any other Facility Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (iib) the failure by the Borrower, the Servicer or the Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of the Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iiic) any failure of the Borrower, the Servicer or the Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Facility Transaction Document; (ivd) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (ve) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vif) the commingling of Collections of Receivables at any time with other funds; (viig) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Transaction Document, the transactions contemplated hereby or therebyhereby, the use of the proceeds of any Borrowing, the ownership of the Loans, any lien under any Springing Lien Indenture initial Loan or a Subsequent Loan or any other investigation, litigation or proceeding relating to the Borrower, the Servicer or the Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or by any other Facility Documenthereby; (viiih) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ixi) any Amortization Event of Termination or Incipient Event of Termination described in Section 7.01(dSECTION 9.1(d); (xj) any failure of the Borrower to acquire and maintain legal and equitable title to, and ownership of any Receivable and Receivable, the Related Security and Security, Collections with respect thereto and other Collateral from the Originator, free and clear of any Adverse Claim (other than as created hereunderpursuant to any Transaction Document); or any failure of the Borrower to give reasonably equivalent value to the Originator under the Receivables Sale Agreement in consideration of the transfer by the Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xik) any failure to vest and maintain vested in the Program Agent for the benefit of the Secured PartiesLenders, or to transfer to the Program Agent for the benefit of the Secured Parties Lenders, a first priority perfected security interest in the Receivables, the Related Security Security, Collections with respect thereto and other Collateral (excluding the CollectionsExempted Contracts), free and clear of any Adverse Claim (except as created by the Facility Transaction Documents); (xiil) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Security, Collections with respect theretothereto and other Collateral, and the proceeds of any thereofthereof (excluding Exempted Contracts), whether at the time of any Borrowing Subsequent Loan or at any subsequent time; (xiiim) any action or omission by any Borrower Party which reduces or impairs the rights of the Program Agent or the Secured Parties Lenders with respect to any Collateral Receivable or the value of any Collateralsuch Receivable; (xivn) any attempt by any Person to void the security interest in the Collateral granted any Subsequent Loan hereunder under statutory provisions or common law or equitable action;; or (xvo) the failure of any Receivable included in the calculation definition of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included; or (xvi) the failure of (i) any Deposit Account Bank to remit any amounts or items of payment held in a Deposit Account or in a Lock-Box pursuant to the instructions of the Program Agent given in accordance with this Agreement, the applicable Blocked Account Agreement or the other Facility Documents, whether by reason of the exercise of setoff rights or otherwise, or (ii) any sub-servicer or any other third party with a contractual relationship with the Borrower for the acceptance or processing of Collections, to remit any Collections received by it to a Lock-Box or a Deposit Account.

Indemnities by the Borrower Parties. Without limiting any other rights that the Program Agent, any Managing Agent or any the Lender may have hereunder or under applicable law, (Aa) the Borrower hereby agrees to indemnify (and pay upon demand to) the Program Agent, each Managing Agent the Lender and each Lender and their of the respective Affiliates, successors, assigns, officers, directors, agents and employees of the foregoing (each each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Program Agent, such Managing Agent or such Lender) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, any other Facility Document Agreement or the transactions contemplated by any Facility Documentacquisition, or any Receivable, Contract or Related Security, or the use of the proceeds of any Borrowing hereunder, or the funding either directly or indirectly, by a the Lender of a Borrowing any security interest or any Indemnified Party’s other interest in the Purchased Receivables, the Contract or any Related Security and (Bb) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder or under any other Facility Document excluding, however, in all of the foregoing instances under the preceding clauses (Aa) and (Bb): (ai) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (bii) Indemnified Amounts to the extent the same includes losses in respect of Purchased Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (ciii) taxes imposed by the United States federal government States, the Indemnified Party’s jurisdiction of organization (or in the case of an individual, his or her jurisdiction of primary residence) or any other jurisdiction in which such Indemnified Party’s principal executive office is locatedParty has established a taxable nexus other than in connection with the transactions contemplated hereby, on or measured by the overall net income or gross income receipts of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for tax purposes of the acquisition by the Lender of a security interest in the Purchased Receivables as a loan or loans by the Lender to the Borrower secured by the Collateral; provided, however, that nothing contained in this sentence shall limit the liability of any the Borrower Party Parties or limit the recourse of the Indemnified Lender to the Borrower Parties to any Borrower Party for amounts otherwise specifically provided to be paid by such the Borrower Party Parties under the terms of this Agreement or any other Facility DocumentAgreement. Without limiting the generality of the foregoing indemnification, each the Borrower Party shall indemnify each Indemnified Party the Agent and the Lender for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Borrower or the Servicer) relating to or resulting from: (i) any representation or warranty made by any a Borrower Party or the Originator (or any officers of any such Person) under or in connection with this Agreement, any other Facility Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by the Borrower, the Servicer or the Originator to comply in any material respect with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of the Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of the Borrower, the Servicer or the Originator to perform in any material respect its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Facility Transaction Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance services or services provision of equipment that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Eligible Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale provision of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Purchased Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Transaction Document, the transactions contemplated hereby or therebyhereby, the use of the proceeds of any BorrowingLoan, the ownership of the Loans, any lien under any Springing Lien Indenture Pledged Assets or any other investigation, litigation or proceeding relating to the Borrower, the Servicer or the Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby (other than any litigation or by any other Facility Documentproceeding in which an Indemnified Party is a plaintiff or complaining party and a Borrower Party is a defendant and such Indemnified Party shall not prevail in such litigation or proceeding); (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Amortization Event of Termination or Incipient Event of Termination the type described in Section 7.01(d9.1(g); (x) any failure of the Borrower to acquire and maintain legal and equitable title to, and ownership of any Receivable and of the Related Security and Collections with respect thereto Pledged Assets from the Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of the Borrower to give reasonably equivalent value to the Originator under the Receivables Sale Agreement in consideration of the transfer by the Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable actionaction (except as created by the Transaction Documents); (xi) any failure to vest and maintain vested in the Program Agent for the benefit of the Lender, or to transfer to the Agent for the benefit of the Secured Parties, or to transfer to the Program Agent for the benefit of the Secured Parties a valid first priority perfected security interest interests in the Receivables, the Related Security and the CollectionsPledged Assets, free and clear of any Adverse Claim (except as created by the Facility Transaction Documents); (xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect theretoPledged Assets, and the proceeds of any thereof, whether at the time of any Borrowing Loan or at any subsequent time; (xiii) any action or omission by any a Borrower Party which reduces or impairs the rights of the Program Agent or the Secured Parties Lender with respect to any Collateral Pledged Assets or the value of any CollateralPledged Assets; (xiv) any attempt by any Person to void any Loan or the Agent’s security interest in the Collateral granted hereunder Pledged Assets under statutory provisions or common law or equitable action; (xv) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included; or; (xvi) the failure of any Loan to occur after any Borrowing Request has been given hereunder; (xvii) the failure of the Parent to properly calculate of the Consolidated Net Worth of the Parent and the Borrower or to provide a properly completed compliance certificate as required by Section 7.1(a) hereof; and (xviii) any provision in any Contract that either (i) permits or provides for any Deposit Account Bank to remit any amounts or items of payment held reduction in a Deposit Account or in a Lock-Box pursuant to the instructions Outstanding Balance of the Program Agent given in accordance with this Agreement, the applicable Blocked Account Agreement or the other Facility Documents, whether by reason of the exercise of setoff rights or otherwise, Receivable created under such Contract and any accrued interest thereon or (ii) any sub-servicer or any other third party could otherwise materially hinder the ability to receive Collections with a contractual relationship with the Borrower for the acceptance or processing of Collections, respect to remit any Collections received by it to a Lock-Box or a Deposit Accountsuch Receivable.

Indemnities by the Borrower Parties. Without limiting any other rights that the Program Administrative Agent, any Managing Agent the LC Issuer or any Lender Lenders may have hereunder or under applicable law, (Aa) the Borrower hereby agrees to indemnify (and pay upon demand to) the Program Administrative Agent, the LC Issuer, each Lender, each Facility Agent, each Managing Agent Liquidity Provider, each Program Support Provider, each Program Administrator and each Lender and their of the respective Affiliates, successors, assigns, officers, directors, agents and employees of the foregoing (each each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Program Agent, such Managing Agent or such Lender) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, any other Facility Transaction Document or the transactions contemplated by any Facility Document, or any Receivable, Contract or Related Securitythereby, or the use of the proceeds of any Borrowing hereunderacquisition, or the funding either directly or indirectly, by a Lender of a Borrowing any security interest or any Indemnified Party’s other interest in the Purchased Receivables, the Contract or any Related Security and (Bb) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any 741012885 21673258 ​ of them arising out of the Servicer’s activities as Servicer hereunder or under any other Facility Document excluding, however, in all of the foregoing instances under the preceding clauses (Aa) and (Bb): (ai) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (bii) Indemnified Amounts to the extent the same includes losses in respect of Purchased Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (ciii) taxes imposed by the United States federal government States, the Indemnified Party’s jurisdiction of organization (or in the case of an individual, his or her jurisdiction of primary residence) or any other jurisdiction in which such Indemnified Party’s principal executive office is locatedParty has established a taxable nexus other than in connection with the transactions contemplated hereby, on or measured by the overall net income or gross income receipts of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for tax purposes of the acquisition by the Lenders of a security interest in the Purchased Receivables as a loan or loans by the Lenders to the Borrower secured by the Collateral; provided, however, that nothing contained in this sentence shall limit the liability of any the Borrower Party Parties or limit the recourse of the Indemnified Parties to any the Borrower Party Parties for amounts otherwise specifically provided to be paid by such the Borrower Party Parties under the terms of this Agreement or any other Facility DocumentAgreement. Without limiting the generality of the foregoing indemnification, each the Borrower Party shall indemnify each the Indemnified Party Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Borrower or the Servicer) relating to or resulting from: (i) any representation or warranty made by any a Borrower Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Facility Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by the Borrower, the Servicer or any Originator to comply in any material respect with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of the Borrower, the Servicer or any Originator to perform in any material respect its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Facility Transaction Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance services or services provision of equipment that are the subject of any Contract or any Receivable;; 741012885 21673258 (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Eligible Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale provision of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Purchased Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Transaction Document, the transactions contemplated hereby or therebyhereby, the use of the proceeds of any BorrowingLoan, the ownership of the Loans, any lien under any Springing Lien Indenture Pledged Assets or any other investigation, litigation or proceeding relating to the Borrower, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby (other than any litigation or by any other Facility Documentproceeding in which an Indemnified Party is a plaintiff or complaining party and a Borrower Party is a defendant and such Indemnified Party shall not prevail in such litigation or proceeding); (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Amortization Event of Termination or Incipient Event of Termination the type described in Section 7.01(d9.1(g); (x) any failure of the Borrower to acquire and maintain legal and equitable title to, and ownership of any Receivable and of the Related Security and Collections with respect thereto Pledged Assets from each Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of the Borrower to give reasonably equivalent value to the applicable Originator under the Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable actionaction (except as created by the Transaction Documents); (xi) any failure to vest and maintain vested in the Program Administrative Agent for the benefit of the Lenders, or to transfer to the Administrative Agent for the benefit of the Secured Parties, or to transfer to the Program Agent for the benefit of the Secured Parties a valid first priority perfected security interest interests in the Receivables, the Related Security and the CollectionsPledged Assets, free and clear of any Adverse Claim (except as created by the Facility Transaction Documents), or any failure to vest and maintain vested in the Administrative Agent for the benefit of the LC Issuer, or to transfer to the Administrative Agent for the benefit of the LC Issuer, a valid first priority perfected security interests in the Letter of Credit Collateral, free and clear of any Adverse Claim (except as created by the Transaction Documents); (xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, Pledged Assets or the Related Security and Collections with respect theretoLetter of Credit Collateral, and the proceeds of any thereof, whether at the time of any Borrowing Loan or at any subsequent time;; 741012885 21673258 (xiii) any action or omission by any a Borrower Party which reduces or impairs the rights of the Program Agent Administrative Agent, the LC Issuer or the Secured Parties any Lender with respect to any Pledged Assets or Letter of Credit Collateral or the value of any Pledged Assets or Letter of Credit Collateral; (xiv) any attempt by any Person to void any Loan, Letter of Credit, the Administrative Agent’s security interest in the Letter of Credit Collateral granted hereunder or the Administrative Agent’s security interest in the Pledged Assets under statutory provisions or common law or equitable action; (xv) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included; or; (xvi) the failure of any Loan to occur after any Borrowing Request has been given hereunder or the failure of any Letter of Credit to be issued after any Letter of Credit Request has been given hereunder that is a result of Borrower revocation of such request or its failure to meet the conditions of such request; (xvii) the failure of the Servicer to properly calculate the Adjusted Leverage Ratio or to provide a properly completed compliance certificate as required by Section 7.1(a) hereof; and (xviii) any provision in any Contract that either (i) permits or provides for any Deposit Account Bank to remit any amounts or items of payment held reduction in a Deposit Account or in a Lock-Box pursuant to the instructions Outstanding Balance of the Program Agent given in accordance with this Agreement, the applicable Blocked Account Agreement or the other Facility Documents, whether by reason of the exercise of setoff rights or otherwise, Receivable created under such Contract and any accrued interest thereon or (ii) any sub-servicer or any other third party could otherwise materially hinder the ability to receive Collections with a contractual relationship with the Borrower for the acceptance or processing of Collections, respect to remit any Collections received by it to a Lock-Box or a Deposit Accountsuch Receivable.

Indemnities by the Borrower Parties. (a) Without limiting any other rights that the Program Agent, any Managing Agent or any Lender Person may have hereunder or under applicable lawApplicable Law, (A) each Borrower hereby agrees to Party, jointly and severally, shall indemnify (and pay upon demand to) the Program Administrative Agent, each Managing Agent the Collateral Custodian, the Collateral Administrator, the Securities Intermediary, the Lenders and each Lender and of their respective Affiliates, successors, assigns, officers, directors, employees and agents and employees (each an collectively, the “Indemnified PartyParties”) from and against any and all damages, losses, judgments, claims, taxesliabilities and related costs and expenses, liabilities, costsincluding attorneys’ fees, expenses and for all other amounts payable, including reasonable attorneysdisbursements and accountants’ fees and expenses, (which attorneys may be employees of the Program Agentincluding interest, such Managing Agent or such Lenderpenalties and additions thereto) and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or any of them arising out of or as a result of or enforcement of this Agreement, any other Facility Document Agreement (whether brought by or the transactions contemplated by any Facility Document, involving a Borrower Party or any Receivable, Contract third party) or Related Security, or the use ownership of the proceeds of any Borrowing hereunder, Funded Loans under this Agreement or the funding either directly or indirectly, by a Lender of a Borrowing or any Indemnified Party’s having an interest in the ReceivablesCollateral or in respect of any Collateral Obligation included in the Collateral, the Contract or any Related Security and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder or under any other Facility Document excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B): (a) any Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted resulting from bad faith, fraud, gross negligence or willful misconduct on the part of the such Indemnified Party seeking indemnification;(as determined pursuant to a final, non-appealable judgment by a court of competent jurisdiction). This Section 10.1(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) Indemnified Amounts Any amounts required to be paid pursuant to the extent indemnification provisions of this Section 10.1 must be paid or caused to be paid by the same includes losses Borrower Parties to the applicable Indemnified Party on the Payment Date following such Indemnified Party’s demand therefor in respect accordance with the Priority of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; orPayments. (c) taxes imposed by If for any reason the United States federal government indemnification provided in this Section 10.1 is unavailable to any Indemnified Party or the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net or gross income of insufficient to hold such Indemnified Party providedharmless, however, that nothing contained in this sentence then the Borrower Parties shall limit contribute to the liability of any Borrower Party amount paid or limit the recourse of the Indemnified Parties to any Borrower Party for amounts otherwise specifically provided to be paid payable by such Borrower Party under the terms of this Agreement or any other Facility Document. Without limiting the generality of the foregoing indemnification, each Borrower Party shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower or the Servicer) relating to or resulting from: (i) any representation or warranty made by any Borrower Party or Originator (or any officers of any such Person) under or in connection with this Agreement, any other Facility Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by Borrower, the Servicer or Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of Borrower, the Servicer or Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Facility Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Document, the transactions contemplated hereby or thereby, the use of the proceeds of any Borrowing, the ownership of the Loans, any lien under any Springing Lien Indenture or any other investigation, litigation or proceeding relating to Borrower, the Servicer or Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or by any other Facility Document; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits of this Agreement received by such Indemnified Party on the grounds one hand and the Borrower Parties on the other hand, but also the relative fault of sovereignty or otherwise from such Indemnified Party on the one hand and the Borrower Parties on the other hand, as well as any legal action, suit or proceeding;other relevant equitable considerations; provided that the Borrower Parties will not be required to contribute in respect of any Indemnified Amounts excluded by Section 10.1(a). (ixd) any Event of Termination In no event will the Borrower Parties be liable for special, indirect, punitive or Incipient Event of Termination described in Section 7.01(d); (x) any failure of Borrower to acquire and maintain legal and equitable title to, and ownership consequential losses or damages of any Receivable and the Related Security and Collections with respect thereto from Originatorkind whatsoever (including lost profits), free and clear of any Adverse Claim (other than as created hereunder); or any failure of even if a Borrower to give reasonably equivalent value to Originator under the Receivables Sale Agreement in consideration Party has been advised of the transfer by Originator likelihood of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xi) any failure to vest damages and maintain vested in the Program Agent for the benefit regardless of the Secured Parties, form of action in which such damages are sought; provided that this sentence shall in no way limit or to transfer to the Program Agent for the benefit vitiate any obligations of the Secured Borrower Parties a first priority perfected security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Facility Documents); (xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws indemnify an Indemnified Party hereunder with respect to any Receivableclaims brought by third parties for special, the Related Security and Collections with respect theretoindirect, and the proceeds punitive or consequential losses or damages of any thereof, whether at the time of kind whatsoever (including lost profits). The Borrower Parties will have no liability for any Borrowing Indemnified Party failing to follow its advice or at any subsequent time;recommendations. (xiiie) any action or omission by any Borrower Party which reduces or impairs the rights The obligations of the Program Borrower Parties under this Section 10.1 will survive the resignation or removal of the Administrative Agent or the Secured Parties with respect to any Collateral or Custodian and the value termination of any Collateral; (xiv) any attempt by any Person to void the security interest in the Collateral granted hereunder under statutory provisions or common law or equitable action; (xv) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included; or (xvi) the failure of (i) any Deposit Account Bank to remit any amounts or items of payment held in a Deposit Account or in a Lock-Box pursuant to the instructions of the Program Agent given in accordance with this Agreement, the applicable Blocked Account Agreement or the other Facility Documents, whether by reason of the exercise of setoff rights or otherwise, or (ii) any sub-servicer or any other third party with a contractual relationship with the Borrower for the acceptance or processing of Collections, to remit any Collections received by it to a Lock-Box or a Deposit Account.