Common use of Seller Indemnities Clause in Contracts

Seller Indemnities. Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and whether or not any of the transactions contemplated hereby are consummated, the Seller hereby agrees to indemnify each Indemnified Party from and against, and hold each thereof harmless from, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of, or resulting from, in whole or in part, one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; or (e) the use of the Platform as contemplated herein or any action taken or omitted by any Indemnified Party in good faith in reliance on any notice or other written communication in the form of an e-mail or a telecopy or facsimile purporting to be from the Seller; excluding, however, amounts to the extent resulting solely and directly from any of (x) the gross negligence or willful misconduct on the part of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment, (y) the lack of creditworthiness of an Obligor or (z) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts (all of the foregoing, other than those matters excluded pursuant to clauses (x), (y) and (z) above, being collectively referred to as “Indemnified Amounts”). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.01 applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding is brought by the Seller, any of its directors, security holders or creditors, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto. Without limiting or being limited by the foregoing and whether or not any of the transactions contemplated hereby are consummated, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts which relate to or result from, or which would not have occurred but for, one or more of the following: (i) any Receivable becoming a Pool Receivable which is not at the date of the initial creation of an interest therein hereunder an Eligible Receivable; (ii) any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any other Transaction Document or any Seller Report, Weekly Report, Daily Report or other document delivered or to be delivered in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract or any Related Security with respect thereto; or the failure of any Pool Receivable or the related Contract or any Related Security with respect thereto to conform to any such applicable law, rule or regulation; (iv) the failure to vest in the Owner of a Receivable Interest a first priority perfected undivided percentage ownership interest, to the extent of such Receivable Interest, in each Receivable in, or purported to be in, the Receivables Pool and the Related Security and Collections in respect thereof, free and clear of any Adverse Claim; or the failure of the Seller to have obtained a first priority perfected ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto transferred or purported to be transferred to the Seller under either Sale Agreement, free and clear of any Adverse Claim; (v) the failure of the Seller to have filed, or any delay by the Seller in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable in, or purported 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 unless such failure results directly and solely from the Agent’s failure to take appropriate action; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor to the payment of any Receivable in, or purported to be in, the Receivables Pool (including, without limitation, any defense based on the fact or allegation that such Receivable or the related Contract is not a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations under any Contract; (viii) any product liability, personal injury, copyright infringement, theft of services, property damage, or other breach of contract, antitrust, unfair trade practices or tortious claim arising out of or in connection with subject matter of any Contract or out of or in connection with any transaction contemplated by this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or such Contract; (ix) the commingling by the Seller of Collections of Pool Receivables at any time with other funds; (x) any action or omission by the Seller, reducing or impairing the rights of any Owner of a Receivable Interest under this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Pool Receivable; (xi) any cancellation or modification of a Pool Receivable, the related Contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise; (xii) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or any Contract or the use of proceeds from any Purchase or reinvestment pursuant to this Agreement, or the ownership of, or other interest in, any Receivable, the related Contract or Related Security; (xiii) the existence of any Adverse Claim against or with respect to any Pool Receivable, the related Contract or the Related Security or Collections with respect thereto; (xiv) any failure by the Seller to pay when due any taxes, including without limitation sales, excise or personal property taxes, payable by the Seller in connection with any Receivable or the related Contract or any Related Security with respect thereto; (xv) any claim brought by any Person other than an Indemnified Party arising from any activity of the Seller in servicing, administering or collecting any Pool Receivable; (xvi) any failure by any Lock-Box Bank to comply with the terms of the Lock-Box Agreement to which it is a party; or (xvii) to the extent not covered by the foregoing clauses, the occurrence and continuance of any Event of Termination.

Seller Indemnities. Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and whether or not any of the transactions contemplated hereby are consummatedCinedigm, the Seller hereby agrees and the Parent, severally not jointly, agree (a) to pay, indemnify each Indemnified Party from and against, and hold each thereof the Purchaser harmless from, any and all claims, damages, losses, liabilities recording and expenses (including, without limitation, reasonable filing fees and disbursements of counsel)any and all liabilities with respect to, joint or severalresulting from any delay in paying, that any stamp, excise and other similar taxes, if any, which may be incurred by payable or asserted or awarded against any Indemnified Party (including, without limitation, determined to be payable in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out execution and delivery of, or resulting from, in whole consummation or in part, one or more administration of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; or (e) the use of the Platform as contemplated herein or any action taken or omitted by any Indemnified Party in good faith in reliance on any notice or other written communication in the form of an e-mail or a telecopy or facsimile purporting to be from the Seller; excluding, however, amounts to the extent resulting solely and directly from any of (x) the gross negligence or willful misconduct on the part of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment, (y) the lack of creditworthiness of an Obligor or (z) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts (all of the foregoing, other than those matters excluded pursuant to clauses (x), (y) and (z) above, being collectively referred to as “Indemnified Amounts”). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.01 applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding is brought by the Seller, any of its directors, security holders or creditors, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto. Without limiting or being limited by the foregoing and whether or not any of the transactions contemplated hereby are consummatedby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any such other documents and (b) to pay, indemnify and hold the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party Purchaser harmless from and against any and all Indemnified Amounts which relate other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of, relating to or result from, or which would not have occurred but for, one or more resulting from any of the following:following (collectively, the “Purchaser Indemnified Liabilities”): (i) the transfer by the Seller, Cinedigm or Parent of any Receivable becoming a Pool Receivable which is not at interest in any Transferred Asset to any Person other than the date of the initial creation of an interest therein hereunder an Eligible ReceivablePurchaser; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller (Seller, Cinedigm or any of its officers) Parent under or in connection with this Agreement or in any other Transaction Document certificate or any Seller Report, Weekly Report, Daily Report or other document report delivered or pursuant hereto to be delivered in connection herewith or with any other Transaction Document being incorrect true and correct in any material respect when made or deemed made or deliveredmade; (iii) any third-party claim (other than any third-party claim based on any acts or omissions of the failure Purchaser not consistent with the manner in which the Transferred Assets were exploited by the Seller to comply with any applicable lawSeller, rule or regulation with respect to any Pool Receivable Cinedigm or the related Contract Parent prior to the date hereof) that the exploitation of any Transferred Assets sold hereunder infringes upon, misappropriates or otherwise violates any patent, copyright, trademark, trade secret, right of publicity or privacy, moral right or other proprietary right of any Person, or any Related Security with respect thereto; or the failure of any Pool Receivable or the related Contract or any Related Security with respect thereto to conform to claim that any such applicable law, rule furnished materials are defamatory or regulationotherwise tortious; (iv) the failure by the Seller, Cinedigm or Parent to vest in the Owner of a Receivable Interest a first priority perfected undivided percentage ownership interest, to the extent of such Receivable Interest, in each Receivable in, perform its contractual duties or purported to be in, the Receivables Pool and the Related Security and Collections in respect thereof, free and clear of any Adverse Claim; or the failure of the Seller to have obtained a first priority perfected ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto transferred or purported to be transferred to the Seller obligations under either Sale this Agreement, free and clear of any Adverse Claim; (v) the failure of the Seller to have filed, or any delay by the Seller in filingSeller, financing statements Cinedigm or other similar instruments Parent to comply with any Applicable Law, rule or documents under the UCC regulation of any applicable jurisdiction or other applicable laws governmental authority with respect to any Receivable in, or purported to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time transfer of any Purchase or reinvestment or at any subsequent time unless such failure results directly and solely from the Agent’s failure to take appropriate actionTransferred Assets; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor to the payment of any Receivable in, or purported to be in, the Receivables Pool (including, without limitation, any defense based on the fact or allegation that such Receivable or the related Contract is not a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services;Non-Assumed Obligations; or (vii) the failure to pay to the Purchaser any failure of amount with respect to the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations under any Contract; (viii) any product liability, personal injury, copyright infringement, theft of services, property damage, or other breach of contract, antitrust, unfair trade practices or tortious claim arising out of or in connection with subject matter of any Contract or out of or in connection with any transaction contemplated by this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or such Contract; (ix) the commingling by the Seller of Collections of Pool Receivables at any time with other funds; (x) any action or omission Transferred Assets received by the Seller, reducing Cinedigm or impairing the rights of any Owner of a Receivable Interest under this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Pool Receivable; (xi) any cancellation or modification of a Pool Receivable, the related Contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise; (xii) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or any Contract or the use of proceeds from any Purchase or reinvestment pursuant to this Agreement, or the ownership of, or other interest in, any Receivable, the related Contract or Related Security; (xiii) the existence of any Adverse Claim against or with respect to any Pool Receivable, the related Contract or the Related Security or Collections with respect thereto; (xiv) any failure by the Seller to pay when due any taxes, including without limitation sales, excise or personal property taxes, payable by the Seller in connection with any Receivable or the related Contract or any Related Security with respect thereto; (xv) any claim brought by any Person other than an Indemnified Party arising from any activity of the Seller in servicing, administering or collecting any Pool Receivable; (xvi) any failure by any Lock-Box Bank to comply with the terms of the Lock-Box Agreement to which it is a party; or (xvii) to the extent not covered by the foregoing clauses, the occurrence and continuance of any Event of TerminationParent.

Seller Indemnities. Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and whether or not any of the transactions contemplated hereby are consummated, the Seller hereby agrees to indemnify each Indemnified Party from and against, and hold each thereof harmless from, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of, or resulting from, in whole or in part, one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; or (e) the use of the Platform as contemplated herein or any action taken or omitted by any Indemnified Party in good faith in reliance on any notice or other written communication in the form of an e-mail or a telecopy or facsimile purporting to be from the Seller; excluding, however, amounts to the extent resulting solely and directly from any of (x) the gross negligence or willful misconduct on the part of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment, (y) the lack of creditworthiness of an Obligor or (z) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts (all of the foregoing, other than those matters excluded pursuant to clauses (x), (y) and (z) above, being collectively referred to as “Indemnified Amounts”). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.01 applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding is brought by the Seller, any of its directors, security holders or creditors, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto. Without limiting or being limited by the foregoing and whether or not any of the transactions contemplated hereby are consummated, the Seller shall pay on demand pursuant to Sections 2.05 and 2.06 to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts which relate to or result from, or which would not have occurred but for, one or more of the following: (i) any Receivable becoming a Pool Receivable which is not at the date of the initial creation of an interest therein transfer thereof hereunder an Eligible Receivable; (ii) any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any other Transaction Document or any Seller Report, Weekly Report, Daily Report or other document delivered or to be delivered in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract or any Related Security with respect thereto; or the failure of any Pool Receivable or the related Contract or any Related Security with respect thereto to conform to any such applicable law, rule or regulation; (iv) the failure to vest in the Owner of a Receivable Interest Agent a first priority perfected undivided percentage ownership interest, to the extent of such Receivable Interest, interest or security interest in each Receivable in, or purported to be in, the Receivables Pool and the Related Security and Collections in respect thereof, free and clear of any Adverse Claim; or the failure of the Seller to have obtained a first priority perfected ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto transferred or purported to be transferred to the Seller under either the Sale Agreement, free and clear of any Adverse Claim; (v) the failure of the Seller to have filed, or any delay by the Seller in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable in, or purported 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 unless such failure results directly and solely from the Agent’s failure to take appropriate action; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor to the payment of any Receivable in, or purported to be in, the Receivables Pool (including, without limitation, any defense based on the fact or allegation that such Receivable or the related Contract is not a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations under any Contract; (viii) any product liability, personal injury, copyright infringement, theft of services, property damage, or other breach of contract, antitrust, unfair trade practices or tortious claim arising out of or in connection with subject matter of any Contract or out of or in connection with any transaction contemplated by this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or such Contract; (ix) the commingling by the Seller of Collections of Pool Receivables at any time with other funds; (x) any action or omission by the Seller, reducing or impairing the rights of any Owner of a Receivable Interest under this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Pool Receivable; (xi) any cancellation or modification of a Pool Receivable, the related Contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise; (xii) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or any Contract or the use of proceeds from any Purchase or reinvestment pursuant to this Agreement, or the ownership of, or other interest in, any Receivable, the related Contract or Related Security; (xiii) the existence of any Adverse Claim against or with respect to any Pool Receivable, the related Contract or the Related Security or Collections with respect thereto; (xiv) any failure by the Seller to pay when due any taxes, including without limitation sales, excise or personal property taxes, payable by the Seller in connection with any Receivable or the related Contract or any Related Security with respect thereto; (xv) any claim brought by any Person other than an Indemnified Party arising from any activity of the Seller in servicing, administering or collecting any Pool Receivable; (xvi) any failure by any Lock-Box Bank to comply with the terms of the Lock-Box Agreement to which it is a party; or (xvii) to the extent not covered by the foregoing clauses, the occurrence and continuance of any Event of Termination.

Seller Indemnities. Without limiting The Seller agrees (a) to pay or reimburse the Purchaser for all its costs and expenses incurred in connection with the enforcement or preservation of any other rights that any Indemnified Party may have hereunder or under applicable law, this Agreement and whether or not any of the transactions contemplated hereby are consummatedother Fundamental Documents, including, without limitation, the Seller hereby agrees reasonable fees and disbursements of counsel to the Purchaser, (b) to pay, indemnify each Indemnified Party from and against, and hold each thereof the Purchaser harmless from, any and all claims, damages, losses, liabilities recording and expenses (including, without limitation, reasonable filing fees and disbursements of counsel)any and all liabilities with respect to, joint or severalresulting from any delay in paying stamp, that excise and other similar taxes, if any, which may be incurred by payable or asserted or awarded against any Indemnified Party (including, without limitation, determined to be payable in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out execution and delivery of, or resulting from, in whole consummation or in part, one or more administration of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; or (e) the use of the Platform as contemplated herein or any action taken or omitted by any Indemnified Party in good faith in reliance on any notice or other written communication in the form of an e-mail or a telecopy or facsimile purporting to be from the Seller; excluding, however, amounts to the extent resulting solely and directly from any of (x) the gross negligence or willful misconduct on the part of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment, (y) the lack of creditworthiness of an Obligor or (z) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts (all of the foregoing, other than those matters excluded pursuant to clauses (x), (y) and (z) above, being collectively referred to as “Indemnified Amounts”). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.01 applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding is brought by the Seller, any of its directors, security holders or creditors, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto. Without limiting or being limited by the foregoing and whether or not any of the transactions contemplated hereby are consummatedby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any other Fundamental Document and (c) to pay, indemnify and hold the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party Purchaser harmless from and against any and all Indemnified Amounts which relate other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of, relating to or result from, or which would not have occurred but for, one or more resulting from any of the following:following (collectively, the “Purchaser Indemnified Liabilities”): (i) the sale of any Receivable becoming Transferred Media Asset that is designated by the Seller in a Pool Receivable which Transfer Notice as a Transferred Media Asset in respect of an Eligible Title that is determined to have not been an Eligible Title at the date of the initial creation of an interest therein hereunder an Eligible Receivablerelevant Transfer Date; (ii) the transfer by the Seller of any interest in any Transferred Media Asset to any Person other than the Purchaser; (iii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or in any other Transaction Document certificate or any Seller Report, Weekly Report, Daily Report or other document report delivered or pursuant hereto to be delivered in connection herewith or with any other Transaction Document being incorrect true and correct in any material respect when made or deemed made or deliveredmade; (iiiiv) any third-party claim that the exploitation of any Transferred Media Assets in accordance with the Distribution Agreements infringes upon, misappropriates or otherwise violates any patent, copyright, trademark, trade secret, right of publicity or privacy, moral right or other proprietary right of any Person, or any claim that any such furnished materials are defamatory or otherwise tortuous; (v) the failure of the Seller to pay any expenses relating to any Transferred Title which are not Assumed Expenses; (vi) the failure by the Seller to perform its contractual duties or obligations under this Agreement; (vii) the failure by the Seller to comply with any applicable law, rule or regulation of any governmental authority with respect to any Pool Receivable or the related Contract or any Related Security with respect theretoTransferred Media Assets; or the failure of any Pool Receivable or the related Contract or any Related Security with respect thereto to conform to any such applicable law, rule or regulation; (iv) the failure to vest in the Owner of a Receivable Interest a first priority perfected undivided percentage ownership interest, to the extent of such Receivable Interest, in each Receivable in, or purported to be in, the Receivables Pool and the Related Security and Collections in respect thereof, free and clear of any Adverse Claim; or the failure of the Seller to have obtained a first priority perfected ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto transferred or purported to be transferred to the Seller under either Sale Agreement, free and clear of any Adverse Claim; (v) the failure of the Seller to have filed, or any delay by the Seller in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable in, or purported 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 unless such failure results directly and solely from the Agent’s failure to take appropriate action; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor to the payment of any Receivable in, or purported to be in, the Receivables Pool (including, without limitation, any defense based on the fact or allegation that such Receivable or the related Contract is not a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations under any Contract;or (viii) any product liability, personal injury, copyright infringement, theft obligation of services, property damage, or the Seller to third parties (other breach than in respect of contract, antitrust, unfair trade practices or tortious claim arising out the Assumed Expenses relating to the Transferred Titles) which is set-off by such third party against Gross Receipts of or in connection with subject matter of any Contract or out of or in connection with any transaction contemplated by this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or such ContractTransferred Titles; (ix) the commingling any claims arising under litigation commenced by Showtime Networks Inc., a Delaware corporation against Ventura Distribution, Inc. et al or under any litigation related thereto; provided, that the Seller of Collections of Pool Receivables at any time shall have no obligation hereunder to the Purchaser with other funds; (x) any action or omission respect to Purchaser Indemnified Liabilities to the extent such Purchaser Indemnified Liabilities are found by the Seller, reducing or impairing the rights of any Owner a final and nonappealable decision of a Receivable Interest under court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Purchaser. The agreements in this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or Article VIII shall (A) survive the termination of this Agreement and the payment of all amounts payable hereunder and (B) continue with respect to any Pool Receivable; (xi) any cancellation or modification Transferred Media Assets that are the subject of a Pool Receivable, the related Contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise; (xii) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or any Contract or the use of proceeds from any Purchase or reinvestment rescission pursuant to this Agreement, or the ownership of, or other interest in, any Receivable, the related Contract or Related Security; (xiii) the existence of any Adverse Claim against or with respect to any Pool Receivable, the related Contract or the Related Security or Collections with respect thereto; (xiv) any failure by the Seller to pay when due any taxes, including without limitation sales, excise or personal property taxes, payable by the Seller in connection with any Receivable or the related Contract or any Related Security with respect thereto; (xv) any claim brought by any Person other than an Indemnified Party arising from any activity of the Seller in servicing, administering or collecting any Pool Receivable; (xvi) any failure by any Lock-Box Bank to comply with the terms of the Lock-Box Agreement to which it is a party; or (xvii) to the extent not covered by the foregoing clauses, the occurrence and continuance of any Event of TerminationSection 2.03.

Seller Indemnities. Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and whether or not any Subject to the availability of funds for such purpose pursuant to the transactions contemplated hereby are consummatedPriority of Payments, the Seller hereby agrees to indemnify indemnify, defend and save harmless each Indemnified Party from and against, and hold each thereof harmless from, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of, or resulting from, in whole or in part, one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; or (e) the use of the Platform as contemplated herein or any action taken or omitted by any Indemnified Party in good faith in reliance on any notice or other written communication in the form of an e-mail or a telecopy or facsimile purporting to be from the Seller; excluding, however, amounts to the extent resulting solely and directly from any of (x) not paid by the Originator pursuant to the Receivables Sale Agreement), other than for the gross negligence or willful misconduct on of or breach of the part of Transaction Documents by such Indemnified Party, as determined by a court of competent jurisdiction in a finalforthwith on demand, non-appealable judgment, (y) the lack of creditworthiness of an Obligor or (z) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts (all of the foregoing, other than those matters excluded pursuant to clauses (x), (y) and (z) above, being collectively referred to as “Indemnified Amounts”). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.01 applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding is brought by the Seller, any of its directors, security holders or creditors, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto. Without limiting or being limited by the foregoing and whether or not any of the transactions contemplated hereby are consummated, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all losses, claims, damages, liabilities, costs and expenses (including all reasonable attorneys’ fees and expenses, the reasonable expenses of settlement, litigation or preparation therefor and, in the case of a Purchaser or the Administrative Agent, reasonable expenses incurred by its credit recovery group (or any successors thereto)) which any Indemnified Amounts which relate to or result from, Party may incur or which would not have occurred but formay be asserted against any Indemnified Party by any Person (including any Obligor, one any Company Party or more any other Person whether on its own behalf or derivatively on behalf of the followingany Company Party) arising from or incurred in connection with: (i) the characterization in any Receivable becoming a Monthly Report, Funding Report or other statement made by any Company Party of any Pool Receivable as an Eligible Receivable which is was not at an Eligible Receivable as of the date of the initial creation of an interest therein hereunder an Eligible Receivablesuch Monthly Report, Funding Report or statement; (ii) any representation or representation, warranty or statement made or deemed made by the Seller (or any of its officers) Company Party under or in connection with this Agreement or any other Transaction Document or any Seller Monthly Report, Weekly Report, Daily Funding Report or other document delivered by any Company Party or to be delivered by any Company Party in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (iii) any failure of any Company Party to perform its duties or obligations in all material respects in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations with respect to any Receivable; (iv) the failure by the Seller any Company Party to comply with any applicable law, rule or regulation Law with respect to any Pool Receivable or the related any other Receivables Asset or Contract or any Related Security with respect thereto; , or the failure of any Pool Receivable or the related any other Receivables Asset or Contract or any Related Security with respect thereto to conform to any such applicable law, rule or regulationLaw; (ivv) the failure to vest and maintain in the Owner of a Receivable Interest Administrative Agent a first priority perfected undivided percentage ownership or security interest, to the extent of such Receivable Interestas provided herein, in each Pool Receivable inand all other Receivables Assets and a first priority perfected security interest in all other Collateral, in each case free and clear of any other Adverse Claim, or purported the failure of the Seller to be in, obtain and maintain legal and equitable title to the Pool Receivables Pool and the Related Security and Collections in respect thereofall other Collateral, free and clear of any Adverse Claim; or Claim other than the failure Adverse Claim in favor of the Seller to have obtained a first priority perfected ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto transferred or purported to be transferred to the Seller under either Sale Agreement, free and clear of any Adverse ClaimAdministrative Agent pursuant hereto; (vvi) the failure of the Seller to have filed, or any delay by the Seller in filing, financing statements statements, notices of assignment or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws Law with respect to any Pool Receivable in, or any other Receivables Asset transferred or purported to be intransferred to the Seller by the Originator under the Receivables Sale Agreement or to the Administrative Agent for the account of the Purchasers under this Agreement or in which a security interest is granted or purported to be granted to the Seller under the Receivables Sale Agreement or to the Administrative Agent for the benefit of the Purchasers, the Receivables Pool Administrative Agent and their Related Parties under this Agreement, and in each case the Related Security and Collections in respect proceeds of any thereof, whether at the Closing Date, the time of any Purchase or reinvestment Cash Outlay or at any subsequent time unless such time; (vii) the existence of any Adverse Claim other than the Adverse Claim in favor of the Administrative Agent pursuant hereto against or with respect to any Pool Receivable or any other Receivables Assets; (viii) any failure results directly and solely from of Seller to give reasonably equivalent value to the Agent’s failure Originator under the Receivables Sale Agreement in consideration of the transfer by the Originator of any Pool Receivable or other Receivables Assets, or any attempt by any Person to take appropriate void any transfer of Pool Receivables or other Receivables Assets transferred or purported transfer to the Seller under the Receivables Sale Agreement under statutory provisions or common law or equitable action; (viix) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are subject to any Contract or Pool Receivable; (x) any dispute, claim, offset or defense (other than discharge in bankruptcy of the ObligorObligor or arising from the financial inability of the Obligor to pay) of any Obligor to the payment of any Pool Receivable in, or purported to be in, the Receivables Pool (including, without limitation, including any defense based on the fact or allegation that such Receivable or the related Contract is not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services; (viixi) the assertion by any failure Obligor, any Company Party or other Person against any Indemnified Party of the Seller to perform its duties any obligation or obligations in accordance with the provisions liability of this Agreement any Company Party under any Receivable or any other Transaction Document or to perform its duties or obligations under any ContractReceivables Assets; (viii) any product liability, personal injury, copyright infringement, theft of services, property damage, or other breach of contract, antitrust, unfair trade practices or tortious claim arising out of or in connection with subject matter of any Contract or out of or in connection with any transaction contemplated by this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or such Contract; (ixxii) the commingling by the Seller of Collections of Pool Receivables at any time with other funds; (xxiii) any action or omission by any Company Party not in accordance with the Seller, Transaction Documents reducing or impairing the rights of any Owner of a Receivable Interest Purchaser or the Administrative Agent under this Agreement, Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Pool Receivable; (xi) Collateral or reducing or impairing the validity, enforceability, collectability or value of any cancellation Collateral, including any compromise, rescission, cancellation, adjustment or modification of a Pool Receivable, the related Contract Receivable or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise, except in accordance with the Credit and Collection Policy and the provisions of the Transaction Documents in all material respects; (xiixiv) any investigation, litigation or proceeding related to or arising from the use of proceeds from any purchase or reinvestment pursuant to this Agreement or of the proceeds of any purchase pursuant to the Receivables Sale Agreement, the servicing, administering or collecting of any Pool Receivable (or the failure to do so) or the ownership of, or other interest in, any Pool Receivable or other Receivables Asset, any other activity by any Company Party or failure by any Company Party to act under this Agreement or the other Transaction Documents or otherwise related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, thereto or any transaction contemplated by this Agreement or any Contract or the use of proceeds from any Purchase or reinvestment pursuant to this Agreement, or the ownership of, or other interest in, any Receivable, the related Contract or Related Security; (xiii) the existence of any Adverse Claim against or with respect to any Pool Receivable, the related Contract or the Related Security or Collections with respect thereto; (xivxv) any failure by the Seller any Person to pay or remit when due any taxesTaxes (other than Excluded Taxes), including without limitation sales, excise or personal property taxes, payable by the Seller or to be remitted in connection with any Pool Receivable or any other Receivables Asset or in connection with the related Contract purchases or any Related Security with respect thereto; (xv) any claim brought by any Person other than an Indemnified Party arising from any activity grants of security interests, the Seller in servicing, administering or collecting any of Pool ReceivableReceivables or the other transactions contemplated by this Agreement or the other Transaction Documents; (xvi) any inability to litigate any claim against any Obligor in respect of any Pool Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (xvii) any deductible, aggregate first loss amount or similar amount applied by a Credit Insurer with respect to an Insurance Claim Receivable; (xviii) any Termination Event with respect to the Seller described in Section 8.01(i); (xix) any civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United States Department of State or other Governmental Authority administering Anti-Terrorism Laws against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party as a result of conduct of any Company Party or any Subsidiary thereof that violates a Sanction; (xx) any failure to maintain the Credit Insurance Policies applicable to the Pool Receivables in full force and effect or any failure or alleged failure by any Lock-Box Bank the Seller otherwise to comply with the terms of the Lock-Box Agreement to which it is a partyits obligations under Section 5.06; or (xviixxi) any suit or other claim by any Credit Insurer against the Buyer or the Administrative Agent or Purchaser regarding any Credit Insurance Policy, any claim made or paid thereunder or any premium or other amount paid or payable thereunder or any dispute with any Credit Insurer regarding its obligations under any Credit Insurance Policies; provided that nothing in this Section 10.02(a) shall be deemed to provide indemnity to the extent not Indemnified Parties for (i) for credit losses arising from the financial inability of Obligors to pay Receivables or of the Credit Insurers to pay claims or (ii) matters covered by the foregoing clausespursuant to Section 2.08, the occurrence and continuance of any Event of Termination2.09 or 2.10.

Seller Indemnities. Without limiting Seller shall indemnify, defend and hold harmless Buyer and Buyer's current and future Affiliates and Affiliated Parties (the "BUYER INDEMNIFIED PARTIES") from, against and with respect to any other rights that any Indemnified Party may have hereunder or under applicable lawclaim, liability, obligation, loss, damage, assessment, judgment, settlement, cost and expense, reasonable attorneys' and accountants' fees, and whether or not any of the transactions contemplated hereby are consummated, the Seller hereby agrees to indemnify each Indemnified Party from and against, and hold each thereof harmless from, any and all claims, damages, losses, liabilities costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand (includingindividually, without limitationa "LOSS" and collectively, reasonable fees and disbursements of counsel"LOSSES"), joint of any kind or several, that may be incurred by or asserted or awarded against any Indemnified Party character (including, without limitation, except as set forth in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewithSection 7.7(g)), in each case arising out of, or resulting from, in whole of or in partany manner incident, one relating or more of the following: attributable to (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered inaccuracy in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; or (e) the use of the Platform as contemplated herein or any action taken or omitted by any Indemnified Party in good faith in reliance on any notice or other written communication in the form of an e-mail or a telecopy or facsimile purporting to be from the Seller; excluding, however, amounts to the extent resulting solely and directly from any of (x) the gross negligence or willful misconduct on the part of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment, (y) the lack of creditworthiness of an Obligor or (z) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts (all of the foregoing, other than those matters excluded pursuant to clauses (x), (y) and (z) above, being collectively referred to as “Indemnified Amounts”). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.01 applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding is brought by the Seller, any of its directors, security holders or creditors, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto. Without limiting or being limited by the foregoing and whether or not any of the transactions contemplated hereby are consummated, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts which relate to or result from, or which would not have occurred but for, one or more of the following: (i) any Receivable becoming a Pool Receivable which is not at the date of the initial creation of an interest therein hereunder an Eligible Receivable; (ii) any representation or breach of any warranty of Seller contained in this Agreement, the Ancillary Agreements or statement made in any certificate, instrument of transfer or deemed made other document or agreement executed by the Seller (or any of its officers) under or in connection with this Agreement or otherwise made or given in connection with this Agreement (together with this Agreement and the Ancillary Agreements, the "SELLER AGREEMENTS"), (b) any other Transaction Document failure by Seller to perform or observe, or to have performed or observed, in full, any covenant or agreement to be performed or observed by Seller under any Seller ReportAgreements, Weekly Report(c) Environmental Liabilities, Daily Report or other document delivered or (d) the enforcement of Buyer's rights against Seller under any Seller Agreements (if Buyer is deemed by the applicable court to be delivered in connection herewith or with any other Transaction Document being incorrect the prevailing party in any material respect when made such enforcement or deemed made if any Losses are paid by Seller under this Article 7 respecting such enforcement), (e) any Liabilities under, respecting or delivered; arising from (i) that certain Loan Agreement dated as of April 30, 1999, as amended, among PSI, Key Corporate Capital Inc., as agent, and the other parties thereto, (ii) the ISDA Master Agreement with KCCI, dated as of July 19, 2001 or (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract or any Related Security with respect thereto; or the failure of any Pool Receivable or the related Contract or any Related Security with respect thereto to conform to any such applicable law, rule or regulation; (iv) the failure to vest in the Owner of a Receivable Interest a first priority perfected undivided percentage ownership interest, to the extent of such Receivable Interest, in each Receivable and all other documents described as loan documents in, or purported otherwise evidencing, securing or in any way related to be insaid Loan Agreement or said Master Agreement, the Receivables Pool and the Related Security and Collections in respect thereof, free and clear of (f) any Adverse Claim; or the failure of the Seller matters set forth on SCHEDULE 4.17(B) hereto, (g) any claim, demand or allegation by any third party relating to have obtained a first priority perfected ownership interest in any of the Pool Receivables and the Related Security and Collections with respect thereto transferred foregoing, or purported to be transferred to the Seller under either Sale Agreement, free and clear of any Adverse Claim; (vh) the failure of Xxxxxx Xxxxxx to deliver the Seller to have filed, original promissory note described on SCHEDULE 2.5(A) stamped or any delay by marked paid in full following payment of the Seller in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable in, or purported to be in, the Receivables Pool and the Related Security and Collections amount set forth on SCHEDULE 2.5(A) in respect thereof, whether at the time of any Purchase or reinvestment or at any subsequent time unless such failure results directly and solely from the Agent’s failure to take appropriate action; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor to the payment of any Receivable in, or purported to be in, the Receivables Pool (including, without limitation, any defense based on the fact or allegation that such Receivable or the related Contract is not a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations under any Contract; (viii) any product liability, personal injury, copyright infringement, theft of services, property damage, or other breach of contract, antitrust, unfair trade practices or tortious claim arising out of or in connection with subject matter of any Contract or out of or in connection with any transaction contemplated by this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or such Contract; (ix) the commingling by the Seller of Collections of Pool Receivables at any time with other funds; (x) any action or omission by the Seller, reducing or impairing the rights of any Owner of a Receivable Interest under this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Pool Receivable; (xi) any cancellation or modification of a Pool Receivable, the related Contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise; (xii) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or any Contract or the use of proceeds from any Purchase or reinvestment pursuant to this Agreement, or the ownership of, or other interest in, any Receivable, the related Contract or Related Security; (xiii) the existence of any Adverse Claim against or with respect to any Pool Receivable, the related Contract or the Related Security or Collections with respect thereto; (xiv) any failure by the Seller to pay when due any taxes, including without limitation sales, excise or personal property taxes, payable by the Seller in connection with any Receivable or the related Contract or any Related Security with respect thereto; (xv) any claim brought by any Person other than an Indemnified Party arising from any activity of the Seller in servicing, administering or collecting any Pool Receivable; (xvi) any failure by any Lock-Box Bank to comply with the terms of the Lock-Box Agreement to which it is a party; or (xvii) to the extent not covered by the foregoing clauses, the occurrence and continuance of any Event of Termination.