Common use of Special Indemnification Clause in Contracts

Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunder, the Contributor agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company from any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) any Receivable becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any Supplement) or (ii) the Contributor breaching any covenant contained herein with respect to any Receivable (each of the foregoing events or circumstances being an "Contributor Indemnification Event"), and such Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on the date on which such Contributor Indemnification Event occurs. The amount of such indemnification shall be equal to the original Principal Amount of such Receivable less Collections received by the Company in respect of such Receivable (the "Contributor Indemnification Payment"). Such payment shall be ----------------------------------- made on or prior to the 10th Business Day after the day the Company requests such payment or the Contributor obtains knowledge thereof unless such Contributor Indemnification Event shall have been cured on or before such 10th Business Day; provided, however, that in the event that (x) an Originator -------- ------- Termination Event with respect to the Contributor has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Receivable pursuant to Section 2.05 of the Pooling Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor shall make such payment immediately. The Company shall have no further remedy against the Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b). Upon receiving a Contributor Indemnification ------------------ Payment, the Company shall automatically agree to pay to the Contributor all Collections received subsequent to such payment with respect to the Receivable in respect of which a Contributor Indemnification Payment is made.

Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunder, the Contributor agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company from any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) any Contributed Receivable becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any SupplementEuropean Receivables Loan Agreement) or (ii) the Contributor breaching any covenant contained herein with respect to any Contributed Receivable (each of the foregoing events or circumstances being an "Contributor Indemnification Event"), and such Contributed Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on (each of the date on which such foregoing events or circumstances being a “Contributor Indemnification Event occursEvent”). The amount of such indemnification shall be equal to the original Principal Amount of such Contributed Receivable less Collections received by the Company in respect of such Contributed Receivable (the "“Contributor Indemnification Payment"”). Such payment shall be ----------------------------------- made to the relevant Company Concentration Account on or prior to the 10th Business Day after the day the Company requests such payment or the Contributor obtains knowledge thereof unless such Contributor Indemnification Event shall have been cured on or before such 10th Business Day; provided, however, that in the event that (x) an Originator -------- ------- Termination Event with respect to the Contributor has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Contributed Receivable pursuant to Section 2.05 29 of the Pooling European Receivables Loan Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor shall make such payment immediately. The Company shall have no further remedy against the Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b). Upon receiving Following the payment of a Contributor Indemnification ------------------ Payment, the Company shall automatically agree to pay to the Contributor all Collections received subsequent to such payment with respect to the Contributed Receivable in respect of which a Contributor Indemnification Payment is made.

Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunderClause 7.2, the Contributor each Originator agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Originator Dilution Adjustment Payments made pursuant to Section 2.05 Clause 2.7 hereof) the Company Purchaser from and against any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company Purchaser in any way relating to or arising out of (i) any Receivable attributable to such Originator becoming subject to any defensedefence, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any Supplement) or (ii) the Contributor such Originator breaching any covenant contained herein with respect to any Receivable (each of the foregoing events or circumstances being an "Contributor Originator Indemnification Event"), and such Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on the date on which such Contributor Originator Indemnification Event occurs. The amount of such indemnification shall be equal to the original Principal Amount of such Receivable less Collections received by the Company Purchaser in respect of such Receivable (the "Contributor Originator Indemnification Payment"). Such payment shall be ----------------------------------- made on or prior to the 10th tenth Business Day after the day the Company Purchaser requests such payment or the Contributor Originator obtains knowledge thereof unless such Contributor Originator Indemnification Event shall have been cured on or before such 10th tenth Business Day; , provided, however, that in the event that (x) an Originator -------- ------- Termination Event with respect to the Contributor an Originator has occurred and is continuing or (y) the Company Purchaser shall be required to make a payment with respect to such Receivable pursuant to Section 2.05 Clause 2.7 of the Pooling Contribution Agreement and the Company Purchaser has ------------ insufficient funds to make such a payment, the Contributor Originator shall make such payment immediately. The Company Purchaser shall have no further remedy against the Contributor Originator in respect of such a Contributor an Originator Indemnification Event unless the Contributor Originator fails to make a Contributor an Originator Indemnification Payment on or prior to such 10th tenth Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(bClause 2.8(b). Upon receiving a Contributor the making of an Originator Indemnification ------------------ Payment, the Company Purchaser shall automatically agree to pay to the Contributor Originator all Collections received subsequent to such payment with respect to the Receivable in respect of which a Contributor an Originator Indemnification Payment is made.

Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunder, the Contributor each Originator agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Originator Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company Purchaser from any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company Purchaser in any way relating to or arising out of (i) any Receivable becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any Supplement) or (ii) the Contributor such Originator breaching any covenant contained herein with respect to any Receivable (each of the foregoing events or circumstances being an "Contributor Originator Indemnification Event"), and such Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on the date on which such Contributor Originator Indemnification Event occurs. The amount of such indemnification shall be equal to the original Principal Amount of such Receivable less Collections received by the Company Purchaser in respect of such Receivable (the "Contributor Originator Indemnification Payment"). Such payment shall be ----------------------------------- made on or prior to the 10th Business Day after the day the Company Purchaser requests such payment or the Contributor such Originator obtains knowledge thereof unless such Contributor Originator Indemnification Event shall have been cured on or before such 10th Business Day; provided, however, that in the event that (x) an Originator -------- ------- Termination Event with respect to the Contributor an Originator has occurred and is continuing or (y) the Company Purchaser shall be required to make a payment with respect to such Receivable pursuant to Section 2.05 of the Pooling Agreement and the Company Purchaser has ------------ insufficient funds to make such a payment, the Contributor such Originator shall make such payment immediately. The Company Purchaser shall have no further remedy against the Contributor such Originator in respect of such a Contributor an Originator Indemnification Event unless the Contributor such Originator fails to make a Contributor an Originator Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b). Upon receiving a Contributor an Originator Indemnification ------------------ Payment, the Company Purchaser shall automatically agree to pay to the Contributor such Originator all Collections received subsequent to such payment with respect to the Receivable in respect of which a Contributor an Originator Indemnification Payment is made.

Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunder, the Contributor agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company from any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) any Contributed Receivable becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any Supplement) or (ii) the Contributor breaching any covenant contained herein with respect to any Contributed Receivable (each of the foregoing events or circumstances being an "Contributor Indemnification Event"), and such Contributed Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on (each of the date on which such foregoing events or circumstances being a “Contributor Indemnification Event occursEvent”). The amount of such indemnification shall be equal to the original Principal Amount of such Contributed Receivable less Collections received by the Company in respect of such Contributed Receivable (the "“Contributor Indemnification Payment"”). Such payment shall be ----------------------------------- made on or prior to the 10th Business Day after the day the Company requests such payment or the Contributor obtains knowledge thereof unless such Contributor Indemnification Event shall have been cured on or before such 10th Business Day; provided, however, that in the event that (x) an Originator -------- ------- Termination Event with respect to the Contributor has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Contributed Receivable pursuant to Section 2.05 of the Pooling Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor shall make such payment immediately. The Company shall have no further remedy against the Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b). Upon receiving a Contributor Indemnification ------------------ Payment, the Company shall automatically agree to pay to the Contributor all Collections received subsequent to such payment with respect to the Contributed Receivable in respect of which a Contributor Indemnification Payment is made.

Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunderhereof, the Contributor each Originator agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company Buyer and its successors and assigns from any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company Buyer in any way relating to or arising out of (i) any Eligible Receivable originated by such Originator becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any SupplementFunding Agreement) or (ii) the Contributor such Originator breaching any covenant applicable to it contained herein in Section 5.02, 5.08, 5.09, 5.10, 5.14, 6.01, 6.02, 6.03, 6.04, 6.05, 6.09 or 6.10 with respect to any Receivable originated by it (each of the foregoing events or circumstances being an "Contributor Originator Indemnification Event"), and such Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on the date on which such Contributor Originator Indemnification Event occurs. The amount of such indemnification shall be equal to the original Principal Amount Outstanding Balance of such Receivable on the date it was conveyed to the Buyer hereunder (whether the Company paid the related Sale Price in cash or otherwise) less Collections received by the Company Buyer in respect of the principal amount of such Receivable (the "Contributor Indemnification Payment")Receivable. Such payment shall be ----------------------------------- made on or prior to the 10th 30th Business Day after the day the Company Buyer requests such payment or the Contributor applicable Originator obtains knowledge thereof that such payment is due unless such Contributor Originator Indemnification Event shall have been cured on or before such 10th 30th Business Day; provided, however, that in the event that (x) an Originator -------- ------- a Purchase Termination Event with respect to the Contributor such Originator has occurred and is continuing or (y) the Company shall be required to make a payment with respect to continuing, such Receivable pursuant to Section 2.05 of the Pooling Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor Originator shall make such payment immediately. The Company If, on or prior to such 30th Business Day, the applicable Originator shall make such payment, then the Buyer shall have no further remedy against the Contributor such Originator in respect of such a Contributor Originator Indemnification Event unless the Contributor fails Event. Any payment by an Originator pursuant to make a Contributor this Section 2.06(b) is referred to as an "Originator Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b)Payment". Upon receiving a Contributor payment of an Originator Indemnification ------------------ Payment, the Company Buyer shall automatically agree to pay to the Contributor such Originator all Collections received subsequent to such payment with respect to the Receivable in respect of which a Contributor an Originator Indemnification Payment is made.

Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunder, the Contributor agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company from any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) any Contributed Receivable becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any SupplementU.S. Receivables Loan Agreement) or (ii) the Contributor breaching any covenant contained herein with respect to any Contributed Receivable (each of the foregoing events or circumstances being an "Contributor Indemnification Event"), and such Contributed Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on (each of the date on which such foregoing events or circumstances being a “Contributor Indemnification Event occursEvent”). The amount of such indemnification shall be equal to the original Principal Amount of such Contributed Receivable less Collections received by the Company in respect of such Contributed Receivable (the "“Contributor Indemnification Payment"”). Such payment shall be ----------------------------------- made to the Company Concentration Account on or prior to the 10th Business Day after the day the Company requests such payment or the Contributor obtains knowledge thereof unless such Contributor Indemnification Event shall have been cured on or before such 10th Business Day; provided, however, that in the event that (x) an Originator -------- ------- Termination Event with respect to the Contributor has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Contributed Receivable pursuant to Section 2.05 29 of the Pooling U.S. Receivables Loan Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor shall make such payment immediately. The Company shall have no further remedy against the Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b). Upon receiving Following the payment of a Contributor Indemnification ------------------ Payment, the Company shall automatically agree to pay to the Contributor all Collections received subsequent to such payment with respect to the Contributed Receivable in respect of which a Contributor Indemnification Payment is made.

Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunder, the Contributor agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company from any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) any Contributed Receivable becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any SupplementEuropean Receivables Loan Agreement) or (ii) the Contributor breaching any covenant contained herein with respect to any Contributed Receivable (each of the foregoing events or circumstances being an "Contributor Indemnification Event"), and such Contributed Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on (each of the date on which such foregoing events or circumstances being a "Contributor Indemnification Event occursEvent"). The amount of such indemnification shall be equal to the original Principal Amount of such Contributed Receivable less Collections received by the Company in respect of such Contributed Receivable (the "Contributor Indemnification Payment"). Such payment shall be ----------------------------------- made to the relevant Company Concentration Account on or prior to the 10th Business Day after the day the Company requests such payment or the Contributor obtains knowledge thereof unless such Contributor Indemnification Event shall have been cured on or before such 10th Business Day; provided, however, that in the event that (x) an Originator -------- ------- Termination Event with respect to the Contributor has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Contributed Receivable pursuant to Section 2.05 29 of the Pooling European Receivables Loan Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor shall make such payment immediately. The Company shall have no further remedy against the Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b). Upon receiving Following the payment of a Contributor Indemnification ------------------ Payment, the Company shall automatically agree to pay to the Contributor all Collections received subsequent to such payment with respect to the Contributed Receivable in respect of which a Contributor Indemnification Payment is made.

Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 9.02 hereunder, the Contributor each Seller agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company from any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) any Eligible Receivable originated by such Seller becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any SupplementAgreement) or (ii) the Contributor such Seller breaching any covenant contained herein in Section 5.02, 5.08, 5.09, 5.10, 6.01, 6.02, 6.03, 6.04, 6.05, 6.09 or 6.10 with respect to any Receivable originated by it (each of the 20 Amended and Restated Receivables Sale Agreement foregoing events or circumstances being an "Contributor Indemnification Event"), and such Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on the date on which such Contributor Indemnification Event occurs. The amount of such indemnification shall be equal to the original Principal Amount of such Receivable (whether the Company paid the related Purchase Price in cash or otherwise) less Collections received by the Company in respect of such Receivable (the "Contributor Indemnification Payment")Receivable. Such payment shall be ----------------------------------- made on or prior to the 10th 30th Business Day after the day the Company requests such payment or the Contributor such Seller obtains knowledge thereof unless such Contributor Indemnification Event shall have been cured on or before such 10th 30th Business Day; provided, however, that in the event that (x) an Originator -------- ------- a Purchase Termination Event with respect to the Contributor such Seller has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Receivable pursuant to Section 2.05 of the Pooling Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor such Seller shall make such payment immediately. The If, on or prior to such 30th Business Day, such Seller shall make such payment, then the Company shall have no further remedy against the Contributor such Seller in respect of such a Contributor Indemnification Event unless the Contributor fails Event. Any payment by such Seller pursuant to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b)) is referred to as a "Seller Indemnification Payment". Upon receiving a Contributor Seller Indemnification ------------------ Payment, the Company shall automatically agree to pay to the Contributor appropriate Seller all Collections received subsequent to such payment with respect to the Receivable in respect of which a Contributor Seller Indemnification Payment is made.

Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunder9.02 hereof, the Contributor each Seller agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company and its successors and assigns from any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) any Eligible Receivable originated by such Seller becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any SupplementAgreement) or (ii) the Contributor such Seller breaching any covenant applicable to it contained herein in Section 5.02, 5.08, 5.09, 5.10, 5.14, 6.01, 6.02, 6.03, 6.04, 6.05, 6.09 or 6.10 with respect to any Receivable originated by it (each of the foregoing events or circumstances being an "Contributor Indemnification Event"), and such Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on the date on which such Contributor Indemnification Event occurs. The amount of such indemnification shall be equal to the original Original Principal Amount of such Receivable (whether the Company paid the related Purchase Price in cash or otherwise) less Collections received by the Company in respect of the principal amount of such Receivable (the "Contributor Indemnification Payment")Receivable. Such payment shall be ----------------------------------- made on or prior to the 10th 30th Business Day after the day the Company requests such payment or the Contributor applicable Seller obtains knowledge thereof that such payment is due unless such Contributor Indemnification Event shall have been cured on or before such 10th 30th Business Day; provided, however, that in the event that (x) an Originator -------- ------- a Purchase Termination Event with respect to the Contributor such Seller has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Receivable pursuant to Section 2.05 of the Pooling Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor such Seller shall make such payment immediately. The If, on or prior to such 30th Business Day, applicable Seller shall make such payment, then the Company shall have no further remedy against the Contributor such Seller in respect of such Indemnification Event. Any payment by the Seller pursuant to this Section 2.06(b) is referred to as a Contributor "Seller Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b)Payment". Upon receiving a Contributor Seller Indemnification ------------------ Payment, the Company shall automatically agree to pay to the Contributor such Seller all Collections received subsequent to such payment with respect to the Receivable in respect of which a Contributor Seller Indemnification Payment is made.

Special Indemnification. In addition Notwithstanding any provision in this Agreement to its obligations ----------------------- under Section 8.02 hereunderthe contrary, (A) each Lender or Transferee shall indemnify the Contributor agrees to payBorrowers and the Administrative Agent, indemnify and hold ------------ each of them harmless (without duplication of against any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) and all payments, expenses or taxes which the Company from any loss, liability, ------------ expense, damage Borrower or injury which the Administrative Agent may at any time be imposed on, incurred by or asserted against the Company in any way relating become subject to or arising out of obligated to pay if and to the extent that, (i) any Receivable becoming subject to any defenseon the Closing Date or the effective date of transfer, disputeas the case may be, offset such Lender or counterclaim Transferee, (a) makes the representation and covenants set forth in subsection 4.11(d) of any kind (other than as expressly permitted by this Agreement or and the Pooling Assignment and Assumption, and (b) is not in fact also qualified to make the representation and covenants set forth in subsection 4.11(d) of this Agreement or any Supplement) or and the Assignment and Assumption, and (ii) as a result of any Change in Law or compliance by such Lender or Transferee, with any request or directive (whether or not having the Contributor breaching force of law) from any covenant contained herein central bank or other Governmental Authority the Borrowers or the Administrative Agent is required to make any additional payments on account of U.S. withholding taxes and amounts related thereto with respect to any Receivable (each payments under this Agreement, any Note, or a Eurodollar Loan, made prior to such Change in Law or request or directive, none of which payments would have been required if such Lender or Transferee, was qualified on the Closing Date or the date of the foregoing events or circumstances being an "Contributor Indemnification Event")transfer, as the case may be, to make the representation and covenants set forth in subsection 4.11(d) of this Agreement and the Assignment and Assumption, as the case may be, and (B) each Lender or Transferee agrees that to the extent any amount payable by such Receivable --------------------------------- (Lender or a portion thereof) ceasing Transferee pursuant to be an Eligible Receivable this subsection 11.13 remains unpaid on any Interest Payment Date or the date on which any prepayment is made, the Borrowers shall have the right to set off against any payment due to such Contributor Indemnification Event occurs. The amount of Lender or Transferee on such indemnification shall be equal date any amounts owing to the original Principal Amount of such Receivable less Collections received by the Company in respect of such Receivable (the "Contributor Indemnification Payment"). Such payment shall be ----------------------------------- made on or prior to the 10th Business Day after the day the Company requests such payment or the Contributor obtains knowledge thereof unless such Contributor Indemnification Event shall have been cured on or before such 10th Business Day; provided, however, that in the event that (x) an Originator -------- ------- Termination Event with respect to the Contributor has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Receivable Borrowers pursuant to Section 2.05 of the Pooling Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor shall make such payment immediately. The Company shall have no further remedy against the Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b). Upon receiving a Contributor Indemnification ------------------ Payment, the Company shall automatically agree to pay to the Contributor all Collections received subsequent to such payment with respect to the Receivable in respect of which a Contributor Indemnification Payment is made11.13.

Special Indemnification. In addition Notwithstanding anything to its obligations ----------------------- under Section 8.02 hereunderthe contrary contained in ARTICLE IX hereof, ---------- all settlement or judgment liabilities (collectively, the Contributor agrees "Special Liabilities") ------------------- directly resulting from the Lawsuit (as defined below) shall be handled as follows: (a) up to paythe first $2 million of such Special Liabilities shall remain an obligation solely of the Companies and the Purchaser after the Closing, as to which the Companies and the Purchaser shall indemnify and hold ------------ harmless the Sellers, and neither the Purchaser nor the Companies shall have any indemnification rights against the Sellers therefor; (without duplication b) of the next $2 million of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company from any losssuch Special Liabilities, liabilityon a pari passu basis, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) the Companies and the Purchaser shall bear (and indemnify and hold harmless the Sellers from and against) one-half thereof (and neither the Purchaser nor the Companies shall have any Receivable becoming indemnification rights against the Sellers for such portion of any such Special Liabilities) and (ii) each of the Sellers shall, severally, and not jointly, bear (and indemnify the Purchaser and the Companies from and against such Seller's Proportionate percentage of the other one-half thereof (and neither of the Sellers shall have any indemnification rights against the Purchaser or the Companies for such portion of any such Special Liabilities) (such $1 million obligation by the Sellers to be referred to as the "Litigation ---------- Cap"); (c) any and all such Special Liabilities in excess of the first $4 --- million thereof shall be borne solely by the Companies and the Purchaser, as to which the Companies and the Purchaser shall indemnify and hold harmless the Sellers, and neither the Purchaser nor the Companies shall have any indemnification rights against the Sellers therefor; and (d) the Purchaser shall have complete control of all aspects of the Companies' investigation and defense, and any settlement, of the Lawsuit and shall bear all costs and expenses, including attorneys' fees, incurred in connection with such investigation, defense and settlement, which costs and expenses, including attorneys' fees, incurred in connection with such investigation, defense and settlement shall not, for purposes of this Agreement, be considered a part of the Liabilities. Anything contained in this SECTION 9.7 to the contrary ----------- notwithstanding, the indemnification obligations of the Purchaser under this SECTION 9.7 shall be subject to any defenselimitations thereon imposed by or under ----------- applicable law. The obligations of the Sellers under the Litigation Cap shall be subject to and limited by the available dollar amount under any limitation of liability in ARTICLE IX hereof. Any payment made by the Sellers pursuant to ---------- CLAUSE (B) above also shall reduce, disputedollar for dollar, offset or counterclaim the available dollar ---------- amount under any other provision of any kind (other than as expressly permitted ARTICLE IX hereof to be paid by this Agreement the Seller ---------- Indemnifying Persons that is subject to the Representation Cap, the Environmental/Tax Cap or the Pooling Agreement or any Supplement) or (ii) the Contributor breaching any covenant contained herein with respect to any Receivable (each of the foregoing events or circumstances being an "Contributor Indemnification Event"), and such Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on the date on which such Contributor Indemnification Event occurs. The amount of such indemnification shall be equal to the original Principal Amount of such Receivable less Collections received by the Company in respect of such Receivable (the "Contributor Indemnification Payment"). Such payment shall be ----------------------------------- made on or prior to the 10th Business Day after the day the Company requests such payment or the Contributor obtains knowledge thereof unless such Contributor Indemnification Event shall have been cured on or before such 10th Business Day; provided, however, that in the event that (x) an Originator -------- ------- Termination Event with respect to the Contributor has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Receivable pursuant to Section 2.05 of the Pooling Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor shall make such payment immediately. The Company shall have no further remedy against the Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b). Upon receiving a Contributor Indemnification ------------------ Payment, the Company shall automatically agree to pay to the Contributor all Collections received subsequent to such payment with respect to the Receivable in respect of which a Contributor Indemnification Payment is madeRemainder Cap.