Common use of Special Indemnification Clause in Contracts

Special Indemnification. (a) The Company shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable law, any Person that was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, by reason of the fact that such Person is or was an officer of the Company or, while an officer of the Company, is or was serving at the request of the Company as an officer, employee or agent of another company or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all Losses reasonably incurred by such Person. Subject to the second sentence of Section 11.04(b), the Company shall be required to indemnify or make advances (pursuant to the following paragraph) to a Person in connection with such a proceeding (or part thereof) initiated by such Person only if the initiation of such proceeding (or part thereof) was authorized by the Management Committee by Majority Vote. (b) The Company shall pay the reasonable expenses (including reasonable attorneys' fees) incurred by any Person that is or was an officer of the Company or, while an officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another company or of a partnership, joint venture, trust, enterprise or nonprofit entity, in defending any proceeding of the type referred to above in advance of its final disposition; provided, however, that the payment of expenses incurred by such a Person in advance of the final disposition of such proceeding shall be made only upon receipt of an undertaking by or on behalf of such Person to repay all amounts advanced if it should be finally determined that such Person is not entitled to be indemnified under this Section 11.04 or otherwise. If a claim for indemnification or advancement of expenses under this Section 11.04 is not paid in full within sixty (60) calendar days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. (c) The Company's obligation, if any, to indemnify any Person that was or is serving at its request as a director, officer, employee or agent of another company, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Person may collect as indemnification from such other company, partnership, joint venture, trust, enterprise or nonprofit entity, as applicable. (d) The indemnification and advancement of expenses provided by or granted pursuant to this Section 11.04 shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be an officer, employee or agent of the Company or other Person indemnified hereunder and shall inure to the benefit of the heirs, executors and administrators of such Person.

Special Indemnification. (a) The Company shall indemnifyIn addition to its obligations ----------------------- under Section 8.02 hereunder, defend the Contributor agrees to pay, indemnify and hold harmless------------ 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 the fullest extent 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 applicable law, this Agreement or the Pooling Agreement or any Person that was Supplement) or is made or is threatened to be made a party or is otherwise involved in (ii) the Contributor breaching any action, suit or proceeding, by reason of the fact that such Person is or was an officer of the Company or, while an officer of the Company, is or was serving at the request of the Company as an officer, employee or agent of another company or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service covenant contained herein with respect to employee benefit plansany Receivable (each of the foregoing events or circumstances being an "Contributor Indemnification Event"), against all Losses reasonably incurred by and such PersonReceivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on the date on which such Contributor Indemnification Event occurs. Subject The amount of such indemnification shall be equal to the second sentence original Principal Amount of Section 11.04(bsuch 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 indemnify or make advances (a payment with respect to such Receivable pursuant to Section 2.05 of the following paragraph) Pooling Agreement and the Company has ------------ insufficient funds to a Person in connection with make such a proceeding (or part thereof) initiated by payment, the Contributor shall make such Person only if the initiation of such proceeding (or part thereof) was authorized by the Management Committee by Majority Vote. (b) payment immediately. The Company shall pay have no further remedy against the reasonable expenses (including reasonable attorneys' fees) incurred by any Person that is or was an officer Contributor in respect of the Company or, while an officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another company or of a partnership, joint venture, trust, enterprise or nonprofit entity, in defending any proceeding of the type referred to above in advance of its final disposition; provided, however, that the payment of expenses incurred by such a Person in advance of Contributor Indemnification Event unless the final disposition of Contributor fails to make a Contributor Indemnification Payment on or prior to such proceeding shall be made only upon receipt of an undertaking by 10th Business Day or on behalf of such Person to repay all amounts advanced if it should be finally determined that such Person is not entitled to be indemnified under earlier day in accordance with the proviso set forth in this Section 11.04 or otherwisesubsection 2.06(b). If Upon receiving a claim for indemnification or advancement of expenses under this Section 11.04 is not paid in full within sixty (60) calendar days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such actionContributor Indemnification ------------------ Payment, the Company shall have the burden of proving that the claimant was not entitled automatically agree to pay to the requested indemnification or Contributor all Collections received subsequent to such payment of expenses under applicable law. (c) The Company's obligation, if any, to indemnify any Person that was or is serving at its request as a director, officer, employee or agent of another company, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Person may collect as indemnification from such other company, partnership, joint venture, trust, enterprise or nonprofit entity, as applicable. (d) The indemnification and advancement of expenses provided by or granted pursuant to this Section 11.04 shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be an officer, employee or agent of the Company or other Person indemnified hereunder and shall inure with respect to the benefit Receivable in respect of the heirs, executors and administrators of such Personwhich a Contributor Indemnification Payment is made.

Special Indemnification. (a) The Company shall indemnifyIn addition to its obligations under Section 9.02 hereof, defend each Seller agrees to pay, indemnify and hold harmlessharmless 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 the fullest extent 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 (ii) such Seller breaching any covenant applicable lawto it contained in Section 5.02, any Person that was 5.08, 5.09, 5.10, 5.14, 6.01, 6.02, 6.03, 6.04, 6.05, 6.09 or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, by reason of the fact that such Person is or was an officer of the Company or, while an officer of the Company, is or was serving at the request of the Company as an officer, employee or agent of another company or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service 6.10 with respect to employee benefit plansany Receivable originated by it (each of the foregoing events or circumstances being an "Indemnification Event"), against all Losses reasonably incurred by and such PersonReceivable (or a portion thereof) ceasing to be an Eligible Receivable on the date on which such Indemnification Event occurs. Subject The amount of such indemnification shall be equal to the second sentence Original Principal Amount of Section 11.04(b)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. Such payment shall be made on or prior to the 30th Business Day after the day the Company requests such payment or the applicable Seller obtains knowledge that such payment is due unless such Indemnification Event shall have been cured on or before such 30th Business Day; provided, however, that in the event that (x) a Purchase Termination Event with respect to such Seller has occurred and is continuing or (y) the Company shall be required to indemnify or make advances (a payment with respect to such Receivable pursuant to Section 2.05 of the following paragraph) Pooling Agreement and the Company has insufficient funds to a Person in connection with make such a proceeding (payment, such Seller shall make such payment immediately. If, on or part thereof) initiated by prior to such Person only if 30th Business Day, applicable Seller shall make such payment, then the initiation Company shall have no further remedy against such Seller in respect of such proceeding (or part thereof) was authorized Indemnification Event. Any payment by the Management Committee by Majority Vote. (bSeller pursuant to this Section 2.06(b) The Company shall pay the reasonable expenses (including reasonable attorneys' fees) incurred by any Person that is or was an officer of the Company or, while an officer of the Company, is or was serving at the request of the Company referred to as a director, officer, employee or agent of another company or of "Seller Indemnification Payment". Upon a partnership, joint venture, trust, enterprise or nonprofit entity, in defending any proceeding of the type referred to above in advance of its final disposition; provided, however, that the payment of expenses incurred by such a Person in advance of the final disposition of such proceeding shall be made only upon receipt of an undertaking by or on behalf of such Person to repay all amounts advanced if it should be finally determined that such Person is not entitled to be indemnified under this Section 11.04 or otherwise. If a claim for indemnification or advancement of expenses under this Section 11.04 is not paid in full within sixty (60) calendar days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such actionSeller Indemnification Payment, the Company shall have the burden of proving that the claimant was not entitled automatically agree to pay to such Seller all Collections with respect to the requested indemnification or payment Receivable in respect of expenses under applicable lawwhich a Seller Indemnification Payment is made. (c) The Company's obligation, if any, to indemnify any Person that was or is serving at its request as a director, officer, employee or agent of another company, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Person may collect as indemnification from such other company, partnership, joint venture, trust, enterprise or nonprofit entity, as applicable. (d) The indemnification and advancement of expenses provided by or granted pursuant to this Section 11.04 shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be an officer, employee or agent of the Company or other Person indemnified hereunder and shall inure to the benefit of the heirs, executors and administrators of such Person.