Common use of Indemnities by the Master Servicer Clause in Contracts

Indemnities by the Master Servicer. (a) Without limiting any other rights that an Indemnified Person may have hereunder or under applicable law, Master Servicer hereby agrees to indemnify and hold harm less each Indemnified Person from and against any and all Indemnified Amounts arising out of or resulting from any breach by Master Servicer of its obligations hereunder or under any other Related Document; provided that Master Servicer shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results solely from (i) with respect to any Indemnified Person, such Indemnified Person’s gross negligence or (ii) with respect to any Indemnified Person, such Indemnified Person’s willful misconduct, in each case as finally determined by a court of competent jurisdiction, or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables. Without limiting the generality of the foregoing, Master Servicer shall pay within five (5) Business Days after demand therefor to each Indemnified Person any and all Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by Master Servicer (or any of its officers) under or in connection with this Transfer Agreement or any other Related Document to which it is a party or on any other information delivered by Master Servicer pursuant hereto or thereto that shall have been incorrect in any respect when made or deemed made or delivered; (ii) the failure by Master Servicer to comply with any term, provision or covenant contained in this Transfer Agreement, any other Related Document or any agreement executed in connection herewith or therewith, any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iii) the imposition of any Adverse Claim with respect to any Transferred Receivable or the MRFC Collateral as a result of any action taken by any Servicer; or (iv) the commingling of Collections with respect to Transferred Receivables by Master Servicer at any time with its other funds or the funds of any other Person. (b) Any Indemnified Amounts subject to the indemnification provisions of this Section 12.02 not paid in accordance with Article VI shall be paid by Master Servicer to the applicable Indemnified Person within five Business Days following demand therefor.

Indemnities by the Master Servicer. (a) Without limiting any other rights that an which the Master Servicer Indemnified Person Parties (as defined below) may have hereunder or under applicable lawLaw, the Master Servicer hereby agrees to indemnify and hold harm less each the Indemnified Person Parties, the SPV (collectively, “Master Servicer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which attorneys may be employees of any Master Servicer Indemnified Amounts Party) and disbursements (all of the foregoing being collectively referred to as “Master Servicer Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Master Servicer and any of the Master Servicer Indemnified Parties or between any of the Master Servicer Indemnified Parties and any third party or otherwise arising out of or resulting from as a result of any breach by failure of the Master Servicer to perform its duties or obligations in accordance with the provisions of its obligations hereunder this Agreement or under any the other Related Document; provided that Transaction Documents, excluding, however, (i) Master Servicer shall not be liable for any indemnification to an Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results solely resulting from (i) with respect to any Indemnified Person, such Indemnified Person’s gross negligence or (ii) with respect to any willful misconduct on the part of such Master Servicer Indemnified PersonParty, such Indemnified Person’s willful misconduct, in each case as finally determined by a court of competent jurisdiction, or (yii) constitutes recourse (except as otherwise specifically provided in this Agreement) for uncollectible or uncollected Transferred Receivables. Without limiting the generality of the foregoing, the Master Servicer shall pay within five (5) Business Days after demand therefor to indemnify each Master Servicer Indemnified Person any and all Party for Master Servicer Indemnified Amounts relating to or resulting from: (ia) reliance on any representation or warranty made or deemed made by the Master Servicer (or any of its officers) officers under or in connection with this Transfer Agreement Agreement, any of the other Transaction Documents, any Master Servicer Report or any other Related Document to which it is a party information or on any other information report delivered by the Master Servicer pursuant hereto hereto, or thereto that pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or deemed made or deliveredconfirmed; (iib) the failure by the Master Servicer to comply with any applicable Law with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable Law; (c) the failure by the Master Servicer to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets; (d) the failure of any information contained in any Master Servicer Report (to the extent produced by the Master Servicer) to be true and correct in all material respects, or the failure of any other information provided to any Indemnified Party by, or on behalf of, the Master Servicer to be true and correct in all material respects; (e) the failure by the Master Servicer to comply with any term, provision or covenant contained in this Transfer Agreement, any other Related Document Agreement or any agreement executed in connection herewith of the other Transaction Documents to which it is a party or therewith, to perform any applicable law, rule of its duties or regulation with respect to any Transferred Receivable obligations under the Receivables or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulationrelated Contracts; (iiif) the imposition commingling by the Master Servicer of Collections at any Adverse Claim time with respect any other funds; (g) any inability to obtain any Transferred Receivable judgment in or utilize the MRFC Collateral court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Master Servicer to qualify to do business or file any notice of business activity report or any similar report; (h) any dispute, claim, offset or defense of an Obligor to the payment of any Receivable resulting from or related to the collection activities of the Master Servicer in respect of such Receivable; or (i) any action taken by any Servicer; or (iv) the commingling of Collections with respect to Transferred Receivables by Master Servicer at any time with its other funds in the enforcement or the funds collection of any other PersonReceivable. (b) Any Indemnified Amounts subject to the indemnification provisions of this Section 12.02 not paid in accordance with Article VI shall be paid by Master Servicer to the applicable Indemnified Person within five Business Days following demand therefor.

Indemnities by the Master Servicer. (a) Without limiting any other rights that an Indemnified Person the Lender may have hereunder or under applicable law, the Master Servicer hereby agrees to indemnify (and hold harm less pay upon demand to) each Indemnified Person Party from and against any and all damages, losses, claims, taxes, liabilities, costs, reasonable expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts Amounts”) awarded against or incurred by any of them arising out of or resulting from any breach by as a result of the Master Servicer of Servicer’s failure to duly and punctually perform its obligations hereunder or under any other Related Document; provided that Master this Agreement excluding, however, in all of the foregoing instances: (A) Servicer shall not be liable for any indemnification to an Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results solely from (i) with respect to any Indemnified Person, such Indemnified Person’s gross negligence or (ii) with respect to any Indemnified Person, such Indemnified Person’s willful misconduct, in each case as finally determined by a final judgment of a court of competent jurisdictionjurisdiction holds that such Servicer Indemnified Amounts resulted from gross negligence or willful misconduct on the part of on the part of the Indemnified Party seeking indemnification; and (B) Servicer Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or financial inability or unwillingness to pay (yother than a dispute giving rise to a Dilution) constitutes of the related Obligor; (C) Servicer Indemnified Amounts to the extent they resulted from an action brought by an Indemnified Party against any other Indemnified Party not involving the Borrower, the Master Servicer or any Originator. provided, however, that nothing contained in this sentence shall limit the liability of the Master Servicer or limit the recourse of the Lender to the Master Servicer for uncollectible or uncollected Transferred ReceivablesCollections received by the Master Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoingforegoing indemnification, the Master Servicer shall pay within five (5) Business Days after demand therefor to each indemnify the Indemnified Person any and all Parties for Servicer Indemnified Amounts relating to or resulting from:from (but expressly excluding from such Servicer Indemnified Amounts the Master Servicer Indemnified Amounts referenced in clauses (A), (B) and (C) from the immediately preceding sentence): (i) reliance on any representation or warranty made or deemed made by the Master Servicer (or any officers of its officersthe Master Servicer) under or in connection with this Transfer Agreement Agreement, any other Transaction Document or any other Related Document to which it is a party information or on any other information report delivered by Master Servicer any such Person pursuant hereto or thereto that thereto, which shall have been false or incorrect in any respect when made or deemed made or deliveredmade; (ii) the failure by the Master Servicer to comply with any term, provision or covenant contained in this Transfer Agreement, any other Related Document or any agreement executed in connection herewith or therewith, any applicable law, rule or regulation with respect to the collection of any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulationRelated Security; (iii) any failure of the imposition Master Servicer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any Adverse Claim with respect to any Transferred Receivable or the MRFC Collateral as a result of any action taken by any Servicer; orother Transaction Document; (iv) the commingling by the Master Servicer of Collections with respect to Transferred of Receivables by Master Servicer or funds or other assets arising therefrom at any time with other funds; (v) any investigation, litigation or proceeding relating to the Master Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (vi) [any Facility Termination Event of the type described in Section 7.1(e) with respect to the Master Servicer;] and (vii) any action or omission by the Master Servicer relating to its other funds obligations hereunder which reduces or impairs the rights of the Lender with respect to any Receivable or the funds value of any other Personsuch Receivable. (b) Any Indemnified Amounts subject to the indemnification provisions of this Section 12.02 not paid in accordance with Article VI shall be paid by Master Servicer to the applicable Indemnified Person within five Business Days following demand therefor.

Indemnities by the Master Servicer. (a) Without limiting any other rights that an Indemnified Person the Administrative Agent, the Collateral Agent, the Structuring Advisor or any Lender may have hereunder or under applicable law, the Master Servicer hereby agrees to indemnify (and hold harm less pay upon demand to) each Indemnified Person Party from and against any and all damages, losses, claims, liabilities, fees, reasonable costs and expenses and for all other amounts payable (including without limitation any fees or expenses (including out-of-pocket attorneys’ fees and expenses and court costs) incurred by any Indemnified Amounts Party in enforcing the indemnity), including reasonable and documented fees and disbursements of counsel (all of the foregoing being collectively referred to as “Master Servicer Indemnified Amounts”) asserted against or incurred by any of them arising out of or resulting from any breach by as a result of the Master Servicer’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances (the following exclusions, the “Master Servicer of its obligations hereunder or under any other Related Document; provided that Indemnification Exclusions”): (A) Master Servicer shall not be liable for any indemnification to an Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results solely from (i) with respect to any Indemnified Person, such Indemnified Person’s gross negligence or (ii) with respect to any Indemnified Person, such Indemnified Person’s willful misconduct, in each case as finally determined by a final judgment of a court of competent jurisdictionjurisdiction holds that such Master Servicer Indemnified Amounts resulted from gross negligence or willful misconduct on the part of an Indemnified Party (but any Indemnified Party shall be entitled to indemnification of all amounts incurred prior to any such determination; provided that the Indemnified Party shall be required to return such amounts upon such determination); (B) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial or credit condition of the related Obligor; and (yC) constitutes Taxes (other than (i) any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim and (ii) Taxes enumerated in clause (v) below); provided, however, that nothing contained in this sentence shall limit the liability of the Master Servicer or limit the recourse of the Administrative Agent, the Collateral Agent, the Structuring Advisor or the Lenders to the Master Servicer for uncollectible or uncollected Transferred ReceivablesCollections received by the Master Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoingforegoing indemnification, the Master Servicer shall pay within five (5) Business Days after demand therefor to each indemnify the Indemnified Person any and all Parties for Master Servicer Indemnified Amounts to the extent relating to or resulting from, subject to the Master Servicer Indemnification Exclusions: (i) reliance on any representation or warranty made or deemed made by the Master Servicer (or any officers of its officersthe Master Servicer) under or in connection with this Transfer Agreement or any other Related Document to which it is a party or on any other information delivered by Master Servicer pursuant hereto or thereto that shall have been incorrect in any respect when made or deemed made or deliveredTransaction Document; (ii) the failure by the Master Servicer to comply with any term, provision or covenant contained in this Transfer Agreement, any other Related Document or any agreement executed in connection herewith or therewith, any applicable law, rule or regulation Law with respect to the collection of any Transferred Pool Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulationRelated Security; (iii) any failure of the imposition Master Servicer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any Adverse Claim with respect to any Transferred Receivable or the MRFC Collateral as a result of any action taken by any Servicer; orother Transaction Document; (iv) the commingling of Collections with respect to Transferred of Receivables by Master Servicer or funds or other assets arising therefrom at any time with its other funds funds; (v) any liability of the Borrower under Section 8.5; and (vi) any breach of Section 3.1(bb) or the funds of any other PersonSection 5.1(kk). (b) Any Indemnified Amounts subject For the avoidance of doubt but without limiting any of the Borrower’s express obligations (including indemnification obligations) under any Transaction Document to which it is a party, there shall be no recourse to the Borrower for the Master Servicer’s indemnification provisions of this Section 12.02 not paid in accordance with Article VI shall be paid by Master Servicer obligations hereunder other than to the applicable Indemnified Person within five Business Days following demand therefor.extent expressly provided for in this Agreement or in any other Transaction Document

Indemnities by the Master Servicer. (a) Without limiting any other rights that an Indemnified Person the Administrative Agent or any Lender may have hereunder or under applicable law, the Master Servicer hereby agrees to indemnify (and hold harm less pay upon demand to) each Indemnified Person Party from and against any and all damages, losses, claims, liabilities, costs, reasonable expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (all of the foregoing being collectively referred to as “Master Servicer Indemnified Amounts Amounts”) awarded against or incurred by any of them arising out of or resulting from any breach by as a result of the Master Servicer’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances: (A) Master Servicer of its obligations hereunder or under any other Related Document; provided that Master Servicer shall not be liable for any indemnification to an Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results solely from (i) with respect to any Indemnified Person, such Indemnified Person’s gross negligence or (ii) with respect to any Indemnified Person, such Indemnified Person’s willful misconduct, in each case as finally determined by a final judgment of a court of competent jurisdictionjurisdiction holds that such Master Servicer Indemnified Amounts resulted from gross negligence, willful misconduct or fraud on the part of an Indemnified Party or any of its Affiliates; (yB) constitutes Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; and (C) Taxes (which shall be governed by Sections 8.3 and 8.5) other than any Taxes enumerated below or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, however, that nothing contained in this sentence shall limit the liability of the Master Servicer or limit the recourse of the Lenders to the Master Servicer for uncollectible or uncollected Transferred ReceivablesCollections received by the Master Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoingforegoing indemnification, the Master Servicer shall pay within five (5) Business Days after demand therefor to each indemnify the Indemnified Person any and all Parties for Master Servicer Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Master Servicer) relating to or resulting from: (ib) reliance Notwithstanding anything to the contrary in any Transaction Document, if the Borrower is required to make any payment on any representation account of Taxes under Section 8.5, or warranty made on or deemed made by Master Servicer (or in relation to any of its officers) the transactions contemplated hereunder or under or in connection with this Transfer Agreement or any the other Related Document to which it is a party or on any other information delivered by Master Servicer pursuant hereto or thereto that shall have been incorrect in any respect when made or deemed made or delivered; Transaction Documents (ii) the failure by Master Servicer to comply with any termincluding, provision or covenant contained in this Transfer Agreementwithout limitation, any other Related Document or Taxes imposed by any agreement executed in connection herewith or therewith, any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iii) the imposition of any Adverse Claim with respect to any Transferred Receivable or the MRFC Collateral jurisdiction as a result of any action taken by any the Borrower having or being deemed to have a permanent establishment or other taxable presence (outside the United States) due to the activities of the Master Servicer; or (iv) the commingling of Collections with respect to Transferred Receivables by Master , a Sub-Servicer at any time with its other funds or the funds of any other Person. (b) Any Indemnified Amounts subject to Borrower in the indemnification provisions of this Section 12.02 not paid in accordance with Article VI shall be paid by Master Servicer to the applicable Indemnified Person within five Business Days following demand therefor.jurisdiction

Indemnities by the Master Servicer. (a) Without limiting any other rights that an Indemnified Person the Administrative Agent or any Lender may have hereunder or under applicable law, the Master Servicer hereby agrees to indemnify (and hold harm less pay upon demand to) each Indemnified Person Party from and against any and all damages, losses, claims, liabilities, costs, reasonable expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (all of the foregoing being collectively referred to as “Master Servicer Indemnified Amounts Amounts”) awarded against or incurred by any of them arising out of or resulting from any breach by as a result of the Master Servicer’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances: (A) Master Servicer of its obligations hereunder or under any other Related Document; provided that Master Servicer shall not be liable for any indemnification to an Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results solely from (i) with respect to any Indemnified Person, such Indemnified Person’s gross negligence or (ii) with respect to any Indemnified Person, such Indemnified Person’s willful misconduct, in each case as finally determined by a final judgment of a court of competent jurisdictionjurisdiction holds that such Master Servicer Indemnified Amounts resulted from gross negligence, willful misconduct or fraud on the part of an Indemnified Party or any of its Affiliates; (yB) constitutes Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; and Credit and Security Agreement 753182450 23728593 42 (C) Taxes (which shall be governed by Sections 8.3 and 8.5) other than any Taxes enumerated below or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, however, that nothing contained in this sentence shall limit the liability of the Master Servicer or limit the recourse of the Lenders to the Master Servicer for uncollectible or uncollected Transferred ReceivablesCollections received by the Master Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoingforegoing indemnification, the Master Servicer shall pay within five (5) Business Days after demand therefor to each indemnify the Indemnified Person any and all Parties for Master Servicer Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Master Servicer) relating to or resulting from: : (i) reliance on any representation or warranty made or deemed made by the Master Servicer (or any officers of its officersthe Master Servicer) under or in connection with this Transfer Agreement Agreement, any other Transaction Document or any other Related Document to which it is a party information or on any other information report delivered by Master Servicer any such Person pursuant hereto or thereto that thereto, which shall have been false or incorrect in any respect when made or deemed made or delivered; made; (ii) the failure by the Master Servicer to comply with any term, provision or covenant contained in this Transfer Agreement, any other Related Document or any agreement executed in connection herewith or therewith, any applicable law, rule or regulation Law with respect to the collection of any Transferred Receivable or the Contract therefor, Related Security; or the nonconformity failure of any Transferred Receivable or the Contract therefor Related Security to comply with any such applicable law, rule or regulation; Law; (iii) any failure of the imposition Master Servicer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any Adverse Claim with respect to any Transferred Receivable or the MRFC Collateral as a result of any action taken by any Servicerother Transaction Document; or (iv) the commingling of Collections with respect to Transferred of Receivables by Master Servicer or funds or other assets arising therefrom at any time with its other funds funds; (v) any investigation, litigation or proceeding relating to the funds Master Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby, or by any other Person.Transaction Document; (vi) any amounts payable by the Administrative Agent to any Collection Account Bank under the applicable Collection Account Control Agreement; (vii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Laws or Sanctions, incurred in connection with the Transaction Documents; (viii) any Contractual Dilution; (ix) Collections of Receivables being initially deposited in any bank account other than a Collection Account; (x) the payment of any Permitted Disbursement; (xi) any failure of any Columbus Party to perform any of their respective duties or obligations under any Contract related to any Unperformed Receivable; or (b) Any Indemnified Amounts subject Notwithstanding anything to the indemnification provisions contrary in any Transaction Document, if the Borrower is required to make any payment on account of this Taxes under Section 12.02 not paid 8.5, or on or in accordance with Article VI shall be paid relation to any of the transactions contemplated hereunder or under the other Transaction Documents (including, without limitation, any Taxes imposed by any jurisdiction as a result of the Borrower having or being deemed to have a permanent establishment or other taxable presence (outside the United States) due to the activities of the Master Servicer, a Sub-Servicer or the Borrower in the jurisdiction imposing such Taxes), the Master Servicer undertakes in each case to promptly indemnify the applicable Indemnified Person within five Business Days following demand thereforBorrower against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith.

Indemnities by the Master Servicer. (a) Without limiting any other rights that an Indemnified Person the Administrative Agent, the Collateral Agent, the Structuring Advisor or any Lender may have hereunder or under applicable law, the Master Servicer hereby agrees to indemnify (and hold harm less pay upon demand to) each Indemnified Person Party from and against any and all damages, losses, claims, liabilities, fees, reasonable costs and expenses and for all other amounts payable (including without limitation any fees or expenses (including out-of-pocket attorneys’ fees and expenses and court costs) incurred by any Indemnified Amounts Party in enforcing the indemnity), including reasonable and documented fees and disbursements of counsel (all of the foregoing being collectively referred to as “Master Servicer Indemnified Amounts”) asserted against or incurred by any of them arising out of or resulting from any breach by as a result of the Master Servicer‘s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances (the following exclusions, the “Master Servicer of its obligations hereunder or under any other Related Document; provided that Indemnification Exclusions”): (A) Master Servicer shall not be liable for any indemnification to an Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results solely from (i) with respect to any Indemnified Person, such Indemnified Person’s gross negligence or (ii) with respect to any Indemnified Person, such Indemnified Person’s willful misconduct, in each case as finally determined by a final judgment of a court of competent jurisdictionjurisdiction holds that such Master Servicer Indemnified Amounts resulted from gross negligence or willful misconduct on the part of an Indemnified Party (but any Indemnified Party shall be entitled to indemnification of all amounts incurred prior to any such determination; provided that the Indemnified Party shall be required to return such amounts upon such determination); (B) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial or credit condition of the related Obligor; and (yC) constitutes Taxes (other than (i) any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim and (ii) Taxes enumerated in clause (v) below); provided, however, that nothing contained in this sentence shall limit the liability of the Master Servicer or limit the recourse of the Administrative Agent, the Collateral Agent, the Structuring Advisor or the Lenders to the Master Servicer for uncollectible or uncollected Transferred ReceivablesCollections received by the Master Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoingforegoing indemnification, the Master Servicer shall pay within five (5) Business Days after demand therefor to each indemnify the Indemnified Person any and all Parties for Master Servicer Indemnified Amounts to the extent relating to or resulting from, subject to the Master Servicer Indemnification Exclusions: (i) reliance on any representation or warranty made or deemed made by the Master Servicer (or any officers of its officersthe Master Servicer) under or in connection with this Transfer Agreement or any other Related Document to which it is a party or on any other information delivered by Master Servicer pursuant hereto or thereto that shall have been incorrect in any respect when made or deemed made or deliveredTransaction Document; (ii) the failure by the Master Servicer to comply with any term, provision or covenant contained in this Transfer Agreement, any other Related Document or any agreement executed in connection herewith or therewith, any applicable law, rule or regulation Law with respect to the collection of any Transferred Pool Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulationRelated Security; (iii) any failure of the imposition Master Servicer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any Adverse Claim with respect to any Transferred Receivable or the MRFC Collateral as a result of any action taken by any Servicer; orother Transaction Document; (iv) the commingling of Collections with respect to Transferred of Receivables by Master Servicer or funds or other assets arising therefrom at any time with its other funds funds; (v) any liability of the Borrower under Section 8.5; and (vi) any breach of Section 3.1(bb) or the funds of any other PersonSection 5.1(kk). (b) Any Indemnified Amounts subject For the avoidance of doubt but without limiting any of the Borrower‘s express obligations (including indemnification obligations) under any Transaction Document to which it is a party, there shall be no recourse to the Borrower for the Master Servicer‘s indemnification provisions of this Section 12.02 not paid in accordance with Article VI shall be paid by Master Servicer obligations hereunder other than to the applicable Indemnified Person within five Business Days following demand therefor.extent expressly provided for in this Agreement or in any other Transaction Document