Common use of Indemnities by the Collection Agent Clause in Contracts

Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract): (i) any representation or warranty or statement made by the Collection Agent under or in connection with this Agreement or the Transaction Documents that shall have been incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect to any Pool Receivable or Contract, including payment of all unpaid sales, excise or other taxes when due; (iii) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement; (iv) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds; (v) any action or omission by the Collection Agent not in compliance with its Credit and Collection Policy that has the effect of reducing or impairing the rights of the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivable; (vi) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable; or (vii) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agent.

Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) Person may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent and each Special Lender and their respective officers, directors, agents and employees (each an "Indemnified Party Party") from and against any and all damages, losses, claims, damagesliabilities, costspenalties, expensesTaxes, losses costs and liabilities expenses (including reasonable attorneys’ fees' fees and court costs) (all of the foregoing being collectively referred to as “Special collectively, the "Indemnified Amounts”Losses") arising out of at any time imposed on or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special any Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract):otherwise relating to: (i) any written representation or warranty or statement made by the Collection Agent under (or any employee or agent of the Collection Agent) in connection with this Agreement Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Transaction Documents that Collection Agent pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect related to any Pool Receivable, or the nonconformity of any Receivable with any such applicable law, rule or Contract, including payment of all unpaid sales, excise or other taxes when dueregulation; (iii) any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to which the Agent or any Lender is entitled hereunder with any other funds; or (iv) any failure of the Collection Agent Agent, to perform its duties or obligations in accordance with the provisions of this Agreement; (iv) Agreement or any other Transaction Document to which the commingling Collection Agent is a party; whether arising by reason of Collections of Pool Receivables at any time the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the extent (a) such Indemnified Losses resulted solely from negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent for uncollectible Receivables, (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Lender computed in accordance with other funds; the Intended Characterization, (vd) any the applicable Originator is the plaintiff and the Indemnified Party is the defendant unless such Indemnified Party prevails in such legal action or omission (e) such Indemnified Losses arise from events occurring after another Person has been designated as a successor Collection Agent; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or limit the recourse of the Agent and each Lender to the Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent not in compliance with its Credit and Collection Policy that has the effect of reducing or impairing the rights of the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivable; (vi) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable; or (vii) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agenthereunder.

Indemnities by the Collection Agent. (a) Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) SunGard Funding may have hereunder or under applicable law, and in consideration of its appointment as Collection AgentLaw, the Collection Agent hereby agrees to indemnify (and pay upon demand), protect and hold harmless SunGard Funding and its respective assigns, and their officers, directors, agents and employees (each Special an “Indemnified Party Party”) from and against any and all claimsactions, suits, judgments, demands, damages, losses, claims, taxes, liabilities (including penalties), costs, expensesexpenses and for all other amounts payable, losses and liabilities (including reasonable attorneys’ fees) fees and disbursements (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) awarded against, incurred by arising out of or resulting from related to any of them arising out of the following (Collection Agent’s activities as Collection Agent hereunder excluding, however, in all of the foregoing instances: (ai) Special Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of a Special the Indemnified PartyParty seeking indemnification; or (ii) 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. (b) recourse Without limiting the generality of the foregoing indemnification, the Collection Agent shall indemnify the Indemnified Parties for uncollectible Receivables or Indemnified Amounts (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or including, without limitation, losses in respect of any Receivable uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Collection Agent) relating to or any Contract):resulting from: (i) any representation or warranty or statement made by the Collection Agent under or in connection with this Agreement or the Transaction Documents that shall have been incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable lawLaw, rule or regulation with respect to any Pool Receivable or Contract, including payment of all unpaid sales, excise or other taxes when dueContract related thereto; (iiiii) any failure of the Collection Agent to perform its duties duties, covenants or other obligations in accordance with the provisions of this AgreementAgreement or any other Transaction Document or the breach of any of its representations and/or warranties hereunder or under any other Transaction Document (including, without limitation, the failure of any information or report delivered to a party to the Transaction Documents to be true, complete and correct when made or deemed to have been made); (iii) the commingling of Collections of Receivables at any time with other funds or the failure to deposit amounts into the appropriate account pursuant to the Transaction Documents; (iv) the commingling of Collections of Pool Receivables at any time omission or action, or allegation thereof, by the Collection Agent Borrower in connection with other fundsany registration or non-registration of the Notes under applicable securities laws; (v) any action or omission by the Collection Agent not in compliance with its Credit and Collection Policy that has the effect of reducing or impairing the rights of the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivable[reserved]; (vi) any claim brought by any Person other than the occurrence of a Special Indemnified Party arising from any activity by the Collection Agent Default, or its Affiliates in servicingevent that with the giving of notice, administering or collecting any Pool Receivablethe lapse of time and/or both would constitute a Collection Agent Default; or (vii) any dispute, claim, offset or defense of the Obligor to the payment violation of any Receivable inforeign, federal, state or local law, rule or regulation, or purporting any judgment, order or decree applicable to be init, which violation reasonably could result in a Material Adverse Effect, including, without limitation, the Receivables Pool as a result violation of the collection activities with respect to such Receivable by the Collection Agentany federal or state securities, banking or antitrust laws, rules or regulations.

Indemnities by the Collection Agent. (a) Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) SunGard Funding II may have hereunder or under applicable law, and in consideration of its appointment as Collection AgentLaw, the Collection Agent hereby agrees to indemnify (and pay upon demand), protect and hold harmless SunGard Funding II and its respective assigns, and their officers, directors, agents and employees (each Special an “Indemnified Party Party”) from and against any and all claimsactions, suits, judgments, demands, damages, losses, claims, taxes, liabilities (including penalties), costs, expensesexpenses and for all other amounts payable, losses and liabilities (including reasonable attorneys’ fees) fees and disbursements (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) awarded against, incurred by arising out of or resulting from related to any of them arising out of the following (Collection Agent’s activities as Collection Agent hereunder excluding, however, in all of the foregoing instances: (ai) Special Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of a Special the Indemnified PartyParty seeking indemnification; or (ii) 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. (b) recourse Without limiting the generality of the foregoing indemnification, the Collection Agent shall indemnify the Indemnified Parties for uncollectible Receivables or Indemnified Amounts (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or including, without limitation, losses in respect of any Receivable uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Collection Agent) relating to or any Contract):resulting from: (i) any representation or warranty or statement made by the Collection Agent under or in connection with this Agreement or the Transaction Documents that shall have been incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable lawLaw, rule or regulation with respect to any Pool Receivable or Contract, including payment of all unpaid sales, excise or other taxes when dueContract related thereto; (iiiii) any failure of the Collection Agent to perform its duties duties, covenants or other obligations in accordance with the provisions of this AgreementAgreement or any other Transaction Document or the breach of any of its representations and/or warranties hereunder or under any other Transaction Document (including, without limitation, the failure of any information or report delivered to a party to the Transaction Documents to be true, complete and correct when made or deemed to have been made); (iii) the commingling of Collections of Receivables at any time with other funds or the failure to deposit amounts into the appropriate account pursuant to the Transaction Documents; (iv) the commingling of Collections of Pool Receivables at any time omission or action, or allegation thereof, by the Collection Agent Borrower in connection with other fundsany registration or non-registration of the Notes under applicable securities laws; (v) any action untrue statement or alleged untrue statement of a material fact contained in the Information Memorandum or any omission by or alleged omission to state therein a material fact required to be stated therein or necessary to make the Collection Agent not statements therein, in compliance with its Credit and Collection Policy that has the effect of reducing or impairing the rights light of the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivablecircumstances under which they were made, not misleading; (vi) any claim brought by any Person other than the occurrence of a Special Indemnified Party arising from any activity by the Collection Agent Default, or its Affiliates in servicingevent that with the giving of notice, administering or collecting any Pool Receivablethe lapse of time and/or both would constitute a Collection Agent Default; or (vii) any dispute, claim, offset or defense of the Obligor to the payment violation of any Receivable inforeign, federal, state or local law, rule or regulation, or purporting any judgment, order or decree applicable to be init, which violation reasonably could result in a Material Adverse Effect, including, without limitation, the Receivables Pool as a result violation of the collection activities with respect to such Receivable by the Collection Agentany federal or state securities, banking or antitrust laws, rules or regulations.

Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) Person may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent and each Special Purchaser and their respective officers, directors, agents and employees (each an "Indemnified Party Party") from and against any and all damages, losses, claims, damagesliabilities, costspenalties, expensesTaxes, losses costs and liabilities expenses (including reasonable attorneys’ fees' fees and court costs) (all of the foregoing being collectively referred to as “Special collectively, the "Indemnified Amounts”Losses") arising out of at any time imposed on or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special any Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract):otherwise relating to: (i) any written representation or warranty or statement made by the Collection Agent under (or any employee or agent of the Collection Agent) in connection with this Agreement Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Transaction Documents that Collection Agent pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect related to any Pool Receivable, or the nonconformity of any Receivable with any such applicable law, rule or Contract, including payment of all unpaid sales, excise or other taxes when dueregulation; (iii) any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to which the Agent or any Purchaser is entitled hereunder with any other funds; or (iv) any failure of the Collection Agent Agent, to perform its duties or obligations in accordance with the provisions of this Agreement; (iv) Agreement or any other Transaction Document to which the commingling Collection Agent is a party; whether arising by reason of Collections of Pool Receivables at any time the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the extent (a) such Indemnified Losses resulted solely from negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent for uncollectible Receivables, (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with other funds; the Intended Tax Characterization, or (vd) the applicable Originator is the plaintiff and the Indemnified Party is the defendant unless such Indemnified Party prevails in such legal action; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or limit the recourse of the Agent and each Purchaser to the Collection Agent for any action or omission amounts otherwise specifically provided to be paid by the Collection Agent not in compliance with its Credit and Collection Policy that has the effect of reducing or impairing the rights of the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivable; (vi) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable; or (vii) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agenthereunder.

Indemnities by the Collection Agent. (a) Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank Agent or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) Purchaser may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify (and pay upon demand to) each Special Indemnified Party from and against any and all damages, losses, claims, damagestaxes, liabilities, costs, expensesexpenses and for all other amounts payable, losses and liabilities (including reasonable attorneys’ fees) fees and disbursements of external counsel (all of the foregoing being collectively referred to as “Special Collection Agent Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from any as a result of the following (Collection Agent’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances: (aA) Special Collection Agent Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Collection Agent Indemnified Amounts resulted from gross negligence or willful misconduct on the part of a Special an Indemnified Party, ; and (bB) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Collection Agent Indemnified Party arising out of or as a result of this Agreement or Amounts to the ownership of Receivable Interests or extent the same includes losses in respect of any Receivable Receivables that are uncollectible on account of the insolvency, bankruptcy or any Contract):lack of creditworthiness or financial inability or unwillingness to pay (other than a dispute giving rise to a Dilution) of the related Obligor; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or limit the recourse of the Purchasers to the Collection Agent for Collections received by the Collection Agent and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, the Collection Agent shall indemnify the Indemnified Parties for Collection Agent Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Collection Agent) relating to or resulting from: (i) any representation or warranty or statement made by the Collection Agent (or any officers of the Collection Agent) under or in connection with this Agreement Agreement, any other Transaction Document or the Transaction Documents that any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect to the collection of any Pool Receivable or Contract, including payment of all unpaid sales, excise or other taxes when dueRelated Security; (iii) any failure of the Collection Agent to perform its duties duties, covenants or other obligations in accordance with the provisions of this AgreementAgreement or any other Transaction Document; (iv) the commingling of Collections of Pool Receivables at any time by the Collection Agent of Collections of Receivables or funds or other assets arising therefrom at any time with other funds; (v) any investigation, litigation or proceeding relating to the Collection Agent in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (vi) any Amortization Event of the described in Section 7.1(g) with respect to the Collection Agent; and (vii) any action or omission by the Collection Agent not in compliance with relating to its Credit and Collection Policy that has the effect of reducing obligations hereunder which reduces or impairing impairs the rights of the Investors Administrative Agent or the Banks Purchasers with respect to any Pool Receivable or the value of any Pool such Receivable;. (vib) any claim brought After receipt by any Person other than a Special an Indemnified Party arising from of notice of any activity by Proceedings involving such Indemnified Party, such Indemnified Party shall, if a claim in respect thereof is to be made against Collection Agent hereunder, promptly notify the Collection Agent or its Affiliates in servicingwriting, administering or collecting any Pool Receivable; or (vii) any disputeand in reasonable detail, claim, offset or defense of the Obligor to the payment such Proceeding. Upon receipt of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities notice from an Indemnified Party seeking indemnification hereunder with respect to any such Receivable by Proceeding, the Collection Agent shall be entitled to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Administrative Agent. Upon the Collection Agent’s assumption of the defense of any such Proceeding, the Indemnified Party shall have the right to participate in such Proceeding and to retain its own counsel but the Collection Agent shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof unless (x) the Collection Agent agrees in writing to pay such fees and expenses, (y) the Collection Agent fail to employ counsel reasonably satisfactory to the Administrative Agent in a timely manner, or (z) the Indemnified Party shall have been advised by counsel that there are actual or potential conflicting interests between the Collection Agent, on the one hand, and the Indemnified Party, on the other hand, including situations in which there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Collection Agent; provided, however, that the Collection Agent shall not in any event be responsible hereunder for the fees and expenses of more than one counsel (plus local counsel, where necessary) for all Indemnified Parties in connection with any Proceeding. The Collection Agent shall have the sole authority to settle any claim for monetary damages and, if the Collection Agent chooses not to assume the defense of any such Proceeding, no Indemnified Party will consent to a settlement of, or the entry of any judgment arising from, any Proceeding without the Collection Agent’s prior written consent, which shall not be unreasonably withheld or delayed.

Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) Party may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify (and pay upon demand to) each Special Indemnified Party from and against any and all damages, losses, claims, damagestaxes, liabilities, costs, expensesexpenses and for all other amounts payable, losses and liabilities (including reasonable attorneys’ feesfees (which attorneys may be employees of such Indemnified Person) and disbursements (all of the foregoing being collectively referred to as “Special Collection Agent Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from any as a result of the following (Collection Agent’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances: (a) Special Collection Agent Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Collection Agent Indemnified Amounts resulted from gross negligence or willful misconduct on the part of a Special an Indemnified Party, ; and (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Collection Agent Indemnified Party arising out of or as a result of this Agreement or Amounts to the ownership of Receivable Interests or extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or financial inability or unwillingness to pay (other than a dispute giving rise to a Dilution) of the related Obligor; provided, however, that nothing contained in this sentence shall limit the liability of Collection Agent or limit the recourse of any Receivable Indemnified Party to Collection Agent for Collections received by the Collection Agent and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Collection Agent shall indemnify the Indemnified Parties for Collection Agent Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Collection Agent) relating to or any Contract):resulting from: (i) any representation or warranty or statement made by the Collection Agent (or any officers of Collection Agent) under or in connection with this Agreement Agreement, any other Transaction Document or the Transaction Documents that any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect to the collection of any Pool Receivable or Contract, including payment of all unpaid sales, excise or other taxes when dueRelated Security; (iii) any failure of the Collection Agent to perform its duties duties, covenants or other obligations in accordance with the provisions of this AgreementAgreement or any other Transaction Document; (iv) the commingling of Collections of Pool Receivables at any time by the Collection Agent of Collections of Receivables or funds or other assets arising therefrom at any time with other funds; (v) any investigation, litigation or proceeding relating to Collection Agent in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (vi) any Amortization Event of the described in Section 9.1(g) with respect to Collection Agent; and (vii) any action or omission by the Collection Agent not in compliance with relating to its Credit and Collection Policy that has the effect of reducing obligations hereunder which reduces or impairing impairs the rights of the Investors Agent, the LC Bank or the Banks Purchasers with respect to any Pool Receivable or the value of any Pool such Receivable; (vi) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable; or (vii) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agent.

Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) Person may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Special Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each an "Indemnified Party Party") from and against any and all damages, losses, claims, damagesliabilities, costspenalties, expensesTaxes, losses costs and liabilities expenses (including reasonable attorneys’ fees' fees and court costs) (all of the foregoing being collectively referred to as “Special collectively, the "Indemnified Amounts”Losses") arising out of at any time imposed on or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special any Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract):otherwise relating to: (i) any representation or warranty made by or statement made on behalf of the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent under or in connection with this Agreement or the Transaction Documents that pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect related to any Pool Receivable or Contract, including payment of all unpaid sales, excise or other taxes when duethe Related Security; (iii) any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to which the Agent, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; or (iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement; (iv) Agreement or any other Transaction Document to which the commingling Collection Agent is a party; whether arising by reason of Collections of Pool Receivables at any time the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction determined that such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent for uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, any Purchaser Agent or any Purchaser computed in accordance with other funds; (v) the Intended Tax Characterization; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or limit the recourse of the Agent, any action or omission Purchaser Agent and each Purchaser to the Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent not in compliance with its Credit and Collection Policy that has the effect of reducing or impairing the rights of the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivable; (vi) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable; or (vii) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agenthereunder.

Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank Agent or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) Purchaser may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify (and pay upon demand to) each Special Indemnified Party from and against any and all damages, losses, claims, damagestaxes, liabilities, costs, expensesexpenses and for all other amounts payable, losses and liabilities (including reasonable attorneys’ feesfees (which attorneys may be employees of the Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Special Collection Agent Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from any as a result of the following (Collection Agent’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances: (a) Special Collection Agent Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Collection Agent Indemnified Amounts resulted from gross negligence or willful misconduct on the part of a Special an Indemnified Party, ; and (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Collection Agent Indemnified Party arising out of or as a result of this Agreement or Amounts to the ownership of Receivable Interests or extent the same includes losses in respect of any Receivable Receivables that are uncollectible on account of the insolvency, bankruptcy or any Contract):lack of creditworthiness or financial inability or unwillingness to pay (other than a dispute giving rise to a Dilution) of the related Obligor; provided, however, that nothing contained in this sentence shall limit the liability of Collection Agent or limit the recourse of the Purchasers to Collection Agent for Collections received by the Collection Agent and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Collection Agent shall indemnify the Indemnified Parties for Collection Agent Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Collection Agent) relating to or resulting from: (i) any representation or warranty or statement made by the Collection Agent (or any officers of Collection Agent) under or in connection with this Agreement Agreement, any other Transaction Document or the Transaction Documents that any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect to the collection of any Pool Receivable or Contract, including payment of all unpaid sales, excise or other taxes when dueRelated Security; (iii) any failure of the Collection Agent to perform its duties duties, covenants or other obligations in accordance with the provisions of this AgreementAgreement or any other Transaction Document; (iv) the commingling of Collections of Pool Receivables at any time by the Collection Agent of Collections of Receivables or funds or other assets arising therefrom at any time with other funds; (v) any investigation, litigation or proceeding relating to Collection Agent in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (vi) any Amortization Event of the described in Section 9.1(g) with respect to Collection Agent; and (vii) any action or omission by the Collection Agent not in compliance with relating to its Credit and Collection Policy that has the effect of reducing obligations hereunder which reduces or impairing impairs the rights of the Investors Agent or the Banks Purchasers with respect to any Pool Receivable or the value of any Pool such Receivable; (vi) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable; or (vii) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agent.

Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) Person may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent and each Special Indemnified Party Purchaser and their respective officers, directors, agents and employees (each an "INDEMNIFIED PARTY") from and against any and all damages, losses, claims, damagesliabilities, costspenalties, expensesTaxes, losses costs and liabilities expenses (including reasonable attorneys’ fees' fees and court costs) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”collectively, the "INDEMNIFIED LOSSES") arising out of at any time imposed on or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special any Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract):otherwise relating to: (i) any representation or warranty made by or statement made on behalf of the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent under or in connection with this Agreement or the Transaction Documents that pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect related to any Pool Receivable or Contract, including payment of all unpaid sales, excise or other taxes when duethe Related Security; (iii) any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to which the Agent or any Purchaser is entitled hereunder with any other funds; or (iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement; (iv) Agreement or any other Transaction Document to which the commingling Collection Agent is a party; whether arising by reason of Collections of Pool Receivables at any time the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction determined that such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent for uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with other funds; (v) the Intended Tax Characterization; PROVIDED, HOWEVER, that nothing contained in this sentence shall limit the liability of the Collection Agent or limit the recourse of the Agent and each Purchaser to the Collection Agent for any action or omission amounts otherwise specifically provided to be paid by the Collection Agent not in compliance with its Credit and Collection Policy that has the effect of reducing or impairing the rights of the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivable; (vi) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable; or (vii) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agenthereunder.

Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) Person may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Special Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each an "Indemnified Party Party") from and against any and all damages, losses, claims, damagesliabilities, costspenalties, expensesTaxes, losses reasonable costs and liabilities expenses (including reasonable attorneys’ fees' fees and court costs) (all of the foregoing being collectively referred to as “Special collectively, the "Indemnified Amounts”Losses") arising out of at any time imposed on or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special any Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract):otherwise relating to: (i) any representation or warranty made by or statement made on behalf of the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent under or in connection with this Agreement or the Transaction Documents that pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect related to any Pool Receivable or Contract, including payment of all unpaid sales, excise or other taxes when duethe Related Security; (iii) any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to which the Agent, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; or (iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement; (iv) Agreement or any other Transaction Document to which the commingling Collection Agent is a party; whether arising by reason of Collections of Pool Receivables at any time the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction determined that such Indemnified Losses resulted from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent for uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, any Purchaser Agent or any Purchaser computed in accordance with the Intended Tax Characterization or other funds; (v) Excluded Taxes; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or limit the recourse of the Agent, any action or omission Purchaser Agent and each Purchaser to the Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent not in compliance with its Credit and Collection Policy that has the effect of reducing or impairing the rights of the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivable; (vi) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable; or (vii) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agenthereunder.

Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or Bank, any of their respective Affiliates or agents any of their respective officers, directors, employees or advisors (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees, but excluding consequential damages incurred by a Special Indemnified Party (it being agreed that consequential damages payable by a Special Indemnified Party to a third party are not excluded)) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of a such Special Indemnified Party, (b) recourse for Receivables which are not collected, not paid or uncollectible Receivables on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract): (i) any representation made or deemed made by the Collection Agent pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or any other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or the Transaction Documents that which shall have been incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect to any Pool Receivable or Contract; or the failure of any Pool Receivable or Contract to conform to any such applicable law, including payment of all unpaid sales, excise rule or other taxes when dueregulation; (iii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction with respect to any Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time; (iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement; (ivv) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds; (vvi) any action or omission by the Collection Agent not in compliance with its Credit and Collection Policy that has (other than an action required by the effect of Transaction Documents) reducing or impairing the rights of the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivable; (vivii) any Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Collection Agent Fees payable to the Collection Agent hereunder; or (viii) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable; or (vii) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agent.

Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Program Agent, each Purchaser any Investor Agent, any Investor, any Bank Bank, the Trustee or any of their respective Affiliates or agents members or any of their respective officers, directors, employees or advisors (each, a “"Special Indemnified Party”") may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ ' fees) (all of the foregoing being collectively referred to as “"Special Indemnified Amounts”") arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting found in a final non- appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of a such Special Indemnified Party, (b) recourse for Receivables and Participated Receivables which are not collected, not paid or uncollectible Receivables on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (c) any income taxes or franchise taxes measured by income or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests security interest granted hereunder or in respect of any Receivable, Participated Receivable or any Contract): (i) any representation made or deemed made by the Collection Agent pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or any other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or the Transaction Documents that which shall have been incorrect in any material respect when made or deemed made; (ii) the failure by the Collection Agent or the Originators to comply with any applicable law, rule or regulation with respect to any Pool Receivable Receivable, Participated Receivable, or Contract; or the failure of any Pool Receivable, including payment of all unpaid salesParticipated Receivable, excise or other taxes when dueContract to conform to any such applicable law, rule or regulation; (iii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool, Participated Receivables with respect to which the Participation Interest is in the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time; (iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement; (ivv) the commingling of Collections of Pool Receivables or Participated Receivables at any time by the Collection Agent with other funds; (vvi) any action or omission by breach of an obligation of the Collection Agent not in compliance with its Credit and Collection Policy that has the effect of reducing or impairing the rights of the Program Agent, the Investor Agents, the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivable or Participated Receivable; (vivii) any Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Collection Agent Fees payable to the Collection Agent hereunder; or (viii) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable or Participated Receivable; or (viiix) any dispute, claim, offset loss or defense liability incurred by the Trustee or its Affiliates arising out of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result administration of the collection activities Trustee's duties hereunder or otherwise incurred in connection with the transactions contemplated herein or under any of the other Transaction Documents; provided, that the Collection Agent shall be obligated with respect to such Receivable a claim, loss or liability referred to in this clause (ix) only to the extent payment with respect thereto is not made from Investor Collections or by the Collection AgentBorrower.