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 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 and such Contributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of the foregoing events or circumstances being a “Contributor Indemnification Event”). 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 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 SupplementU.S. Receivables Loan Agreement) or (ii) the Contributor breaching any covenant contained herein with respect to any Contributed Receivable and such Contributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of the foregoing events or circumstances being a “Contributor Indemnification Event”). 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 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 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 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 such Originator breaching any covenant contained herein with respect to any Contributed Receivable (each of the foregoing events or circumstances being an "Originator Indemnification Event", and such Contributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of on the foregoing events or circumstances being a “Contributor date on which such Originator Indemnification Event”)Event occurs. The amount of such indemnification shall be equal to the original Principal Amount of such Contributed Receivable less Collections received by the Company Purchaser in respect of such Contributed 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 Contributed 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 Contributed Receivable in respect of which a Contributor an Originator 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 Contributed 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 Contributed Receivable originated by it (each of the foregoing events or circumstances being an "Originator Indemnification Event"), and such Contributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of on the foregoing events or circumstances being a “Contributor date on which such Originator Indemnification Event”)Event occurs. The amount of such indemnification shall be equal to the original Principal Amount Outstanding Balance of such Contributed 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 Contributed 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 Contributed 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 Contributed Receivable in respect of which a Contributor an Originator 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 Contributed 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 Contributed Receivable originated by it (each of the 20 Amended and Restated Receivables Sale Agreement foregoing events or circumstances being an "Indemnification Event"), and such Contributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of on the foregoing events or circumstances being a “Contributor date on which such Indemnification Event”)Event occurs. The amount of such indemnification shall be equal to the original Principal Amount of such Contributed Receivable (whether the Company paid the related Purchase Price in cash or otherwise) less Collections received by the Company in respect of such Contributed 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 Contributed 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 Contributed Receivable in respect of which a Contributor Seller Indemnification Payment is made.