Common use of Indemnities by the Master Servicer Clause in Contracts

Indemnities by the Master Servicer. Without limiting any other rights which the Master Servicer Indemnified Parties (as defined below) may have hereunder or under applicable Law, the Master Servicer hereby agrees to indemnify the Indemnified 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 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 as a result of any failure of the Master Servicer to perform its duties or obligations in accordance with the provisions of this Agreement or the other Transaction Documents, excluding, however, (i) Master Servicer Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Master Servicer Indemnified Party, as finally determined by a court of competent jurisdiction, or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoing, the Master Servicer shall indemnify each Master Servicer Indemnified Party for Master Servicer Indemnified Amounts relating to or resulting from:

Indemnities by the Master Servicer. (a) Without limiting any other rights which that the Master Servicer Indemnified Parties (as defined below) Administrative Agent or any Lender may have hereunder or under applicable Lawlaw, the Master Servicer hereby agrees to indemnify the (and pay upon demand to) each Indemnified Parties, the SPV (collectively, “Master Servicer Indemnified Parties”) Party from and against any and all damages, losses, claims, liabilities, costs costs, reasonable expenses and expensesfor all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of any Master Servicer Indemnified Party) and disbursements of external counsel (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 as a result of any failure of the Master Servicer Servicer’s failure to duly and punctually perform its duties or obligations in accordance with the provisions of under this Agreement or the other Transaction Documents, excluding, however, in all of the foregoing instances: (iA) Master Servicer Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted from gross negligence or negligence, willful misconduct or fraud on the part of such an Indemnified Party or any of its Affiliates; (B) Master Servicer Indemnified PartyAmounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, as finally determined bankruptcy or lack of creditworthiness of the related Obligor; and (C) Taxes (which shall be governed by a court of competent jurisdictionSections 8.3 and 8.5) other than any Taxes enumerated below or any Taxes that represent losses, or (ii) recourse (except as otherwise specifically provided 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 Collections received by the Master Servicer and required to be remitted by it under the terms of this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoingforegoing indemnification, the Master Servicer shall indemnify each Master Servicer the Indemnified Party 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:

Indemnities by the Master Servicer. (a) Without limiting any other rights which that the Master Servicer Indemnified Parties (as defined below) Administrative Agent or any Lender may have hereunder or under applicable Lawlaw, the Master Servicer hereby agrees to indemnify the (and pay upon demand to) each Indemnified Parties, the SPV (collectively, “Master Servicer Indemnified Parties”) Party from and against any and all damages, losses, claims, liabilities, costs costs, reasonable expenses and expensesfor all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of any Master Servicer Indemnified Party) and disbursements of external counsel (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 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 Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction 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; (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 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 Collections received by the Master Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, the Master Servicer shall indemnify the Indemnified 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) any representation or warranty made by the Master Servicer (or any officers of the Master Servicer) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by the Master Servicer to comply with any applicable Law with respect to the collection of any Receivable or Related Security; or the failure of any Receivable or Related Security to comply with any applicable Law; (iii) any failure of the Master Servicer to perform its duties duties, covenants or other obligations in accordance with the provisions of this Agreement or the any other Transaction DocumentsDocument; (iv) the commingling of Collections of Receivables or funds or other assets arising therefrom at any time with other funds; (v) any investigation, excluding, however, (i) Master Servicer Indemnified Amounts litigation or proceeding relating to the extent resulting from gross negligence or willful misconduct on the part of such Master Servicer Indemnified Party, as finally determined by a court of competent jurisdiction, or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoing, the Master Servicer shall indemnify each Master Servicer or any Originator in which any Indemnified Party for Master Servicer Indemnified Amounts relating becomes involved as a result of any of the transactions contemplated hereby, or by any other 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 resulting from: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