Indemnities by the Seller Parties. Without limiting any other rights that Agent, any Purchaser Agent, any Funding Source, any Purchaser or any of their respective Affiliates may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) Agent, each Purchaser Agent, each Funding Source, each Purchaser and the Hedge Providers (if any) and their respective Affiliates, successors, assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of any Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the Hedging Agreements, or the use of the proceeds of any Purchase hereunder, or the acquisition, funding or ownership either directly or indirectly, by any Indemnified Party of an interest in the Asset Portfolio, Receivables, or any Receivable or any Contract or any Related Security, or any action or inaction of any Seller Party, and (B) Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of Servicer’s activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):
Indemnities by the Seller Parties. Without limiting any other rights that the Agent, any Managing Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Agent, each Managing Agent and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Agent, such Managing Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder (or under any Transaction Documents) excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):
(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;
(ii) Indemnified Amounts to the extent the same includes losses or other Indemnified Amounts in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; and
(iii) Excluded Taxes; provided, however, that nothing contained in this sentence shall limit the liability of any Seller Party or limit the recourse of the Agent, the Managing Agents or the Purchasers to any Seller Party in respect of any representations or warranties made under or in connection with this Agreement by any Seller Party. Without limiting the generality of the foregoing indemnification, Seller shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller or the Servicer) relating to or resulting from:
(iv) any representation or warranty made by any Seller Party, Performance Guarantor, or any Origin...
Indemnities by the Seller Parties. Increased Cost and Reduced Return
Indemnities by the Seller Parties. 35 Section 10.2 Increased Cost and Reduced Return 38 Section 10.3 Other Costs and Expenses 39 Section 10.4 Allocations 40 Section 10.5 Accounting Based Consolidation Event 40 Section 10.6 Required Rating 40 ARTICLE XI AGENT 40 Section 11.1 Authorization and Action 40 Section 11.2 Delegation of Duties 41 Section 11.3 Exculpatory Provisions 41 Section 11.4 Reliance by Agent 41 Section 11.5 Non-Reliance on Agent and Other Purchasers 42 Section 11.6 Reimbursement and Indemnification 42 Section 11.7 Agent in its Individual Capacity 42 Section 11.8 Successor Agent 43 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 43 Section 12.1 Assignments 43 Section 12.2 Participations 45 Section 12.3 Federal Reserve 45 737919142 18589498 2 Section 12.4 Collateral Trustee 45 ARTICLE XIII PURCHASER AGENTS 45 Section 13.1 Purchaser Agents 45 ARTICLE XIV MISCELLANEOUS 46 Section 14.1 Waivers and Amendments 46 Section 14.2 Notices 47 Section 14.3 Ratable Payments 47 Section 14.4 Protection of Ownership Interests of the Purchasers 48 Section 14.5 Confidentiality 48 Section 14.6 Bankruptcy Petition 49 Section 14.7 Limitation of Liability 49 Section 14.8 CHOICE OF LAW 49 Section 14.9 CONSENT TO JURISDICTION 50 Section 14.10 WAIVER OF JURY TRIAL 50 Section 14.11 Integration; Binding Effect; Survival of Terms 50 Section 14.12 Counterparts; Severability; Section References 51 Section 14.13 MUFG Roles and Purchaser Agent Roles 51 Section 14.14 Characterization 51 Section 14.15 Excess Funds 52 Section 14.16 [Reserved] 52 Section 14.17 [Reserved] 52 Section 14.18 [Reserved] 52 Section 14.19 USA PATRIOT Act Notice 52 737919142 18589498 3 Exhibit I - Definitions Exhibit II - Form of Purchase Notice Exhibit III - Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit IV - Names of Collection Banks; Collection Accounts Exhibit V - Form of Compliance Certificate Exhibit VI - [Reserved] Exhibit VII - Form of Assignment Agreement Exhibit VIII - Credit and Collection Policy Exhibit IX - Form of Contract(s) Exhibit X - Form of Monthly Report Exhibit XI - Form of Performance Undertaking Schedule A - Commitments, Payment Addresses, Conduit Purchase Limits, Purchaser Agents and Related Financial Institutions Schedule B - Documents to be delivered to Agent and Each Purchaser Agent on or prior to the Initial Purchase 737919142 18589498 Affected Financial Institution 44 Agent 1 Aggregate Reduction 4 Amortization Event 33 Asset Portfolio 4 Assignment Agr...
Indemnities by the Seller Parties. (a) Without limiting any other rights that the Agent, any Purchaser, any Funding Source or any of their respective Affiliates may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) the Agent, each Funding Source, each Purchaser and their respective Affiliates, assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, or the use of the proceeds of any purchase hereunder, or the acquisition, funding or ownership, either directly or indirectly, by a Purchaser or a Funding Source of a Purchaser Interest or of an interest in the Receivables, or any Receivable or any Contract or any Related Security, or any action of any Seller Party or any Originating Entity or any Affiliate of any Seller Party or any Originating Entity, excluding, however:
Indemnities by the Seller Parties. Section 10.2 Increased Cost and Reduced Return............................................................. 31 Section 10.3 Other Costs and Expenses...................................................................... 32 ARTICLE XI THE AGENT
Indemnities by the Seller Parties. 32- --------------------------------- Section 10.2
Indemnities by the Seller Parties. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser or any Funding Source may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Administrator, each Purchaser Agent, each Purchaser, each Funding Source and each of the respective assigns, officers, directors, members, partners, certificateholders, Administrators order to evidence the assignee’s right, title and interest in such interest in the Receivable Interests and to enable the assignee to exercise or enforce any rights of such Uncommitted Purchaser hereunder. Upon the assignment of any portion of its interest in the Receivable Interests, the assignee shall have all of the rights hereunder with respect to such interest (except that the CP Costs therefor shall thereafter accrue at the rate, determined with respect to the assigning Conduit Purchaser, if applicable, unless the Seller, the related Purchaser Agent and the assignee shall have agreed upon a different CP Costs).
Indemnities by the Seller Parties. Without limiting any other rights that the Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Agent and each Purchaser and their respective assigns, officers, directors, agents and employees (each, an "Indemnified Party") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each
Indemnities by the Seller Parties
