Indemnities by the Collection Agent. Without limiting any other rights any Person may have hereunder or under applicable law, the Collection Agent hereby indemnifies and holds harmless the Agent, each Purchaser, each Conduit Funding Source and their respective officers, directors, agents and employees (each a “Collection Agent Indemnified Party”) from and against any and all damages, losses, claims, causes of action, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs) (all of the foregoing collectively, the “Collection Agent Indemnified Losses”) at any time imposed on or incurred by any Collection Agent Indemnified Party to the extent arising out of or otherwise relating to:
Indemnities by the Collection Agent. Without limiting ----------------------------------- any other rights that the Administrative Agent, any Transferee or any of their respective Affiliates (each, a "Special Indemnified Party") may have hereunder ------------------------- or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts") arising out of or resulting from any of the --------------------------- following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the ownership of interests in the Receivables or in respect of any Receivable or any Contract):
Indemnities by the Collection Agent. Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable and documented attorneys’ fees for a single firm of primary counsel; provided, that in the event a Purchaser Agent and the related Bank notifies the Seller that it reasonably believes a conflict may arise between the positions of the Special Indemnified Parties in connection with any such claims, damages, costs, expenses, losses or liabilities, reasonable and documented attorneys’ fees for separate counsel for such Purchaser Agent shall be included) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract):
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts awarded against or actually incurred by any of them arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent 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 relating to or resulting from any of the following:
Indemnities by the Collection Agent. Without limiting any other rights that the Deal Agent, the Investors or any Indemnified Party may have hereunder or under applicable law and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts arising out of or resulting from (whether directly or indirectly): (a) the failure of any information provided to the Deal Agent, VFCC or the Committed Investors by the Collection Agent to be true and correct in all material respects, (b) the failure of any representation, warranty or statement made or deemed made by or on behalf of the Collection Agent under or in connection with this Agreement to have been true and correct in all respects as of the date made or deemed made, (c) the failure by the Collection Agent to comply with any applicable law, rule or regulation with respect to any Transferred Receivable or the related Credit Card Agreement or (d) any failure of the Collection Agent to perform its covenants, duties or obligations in accordance with the provisions hereof.
Indemnities by the Collection Agent. Without limiting any other rights that the Agent, any Investor, any Bank, any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract):
Indemnities by the Collection Agent. (a) Without limiting any other rights that the Administrative Agent or any Purchaser may have hereunder or under applicable law, the Collection Agent hereby agrees to indemnify (and pay upon demand to) each Indemnified Party from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (all of the foregoing being collectively referred to as “Collection Agent Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of the Collection Agent’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances:
Indemnities by the Collection Agent. Without limiting any other rights which the Purchaser may have hereunder or under applicable Law, the Collection Agent xxxxxx agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts, awarded against or incurred by any Indemnified Party relating to or resulting from any of the following:
Indemnities by the Collection Agent. Without limiting any other rights which the Administrative Agent or the Purchasers may have hereunder or under applicable law, the Collection Agent hereby agrees to indemnify the Indemnified Parties from and against any and all Indemnified Amounts awarded against or incurred by any of them in any action or proceeding between the Collection Agent in such capacity and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Administrative Agent or any Purchaser of the Transferred Interest or any of the other transactions contemplated hereby or thereby, relating to or resulting from:
Indemnities by the Collection Agent. (a) Without limiting any other rights that SunGard Funding II may have hereunder or under applicable Law, the Collection Agent hereby agrees to indemnify (and pay upon demand), protect and hold harmless SunGard Funding II and its respective assigns, and their officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all actions, suits, judgments, demands, damages, losses, claims, taxes, liabilities (including penalties), costs, expenses and for all other amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against, incurred by arising out of or related to any of them arising out of the Collection Agent’s activities as Collection Agent hereunder excluding, however, in all of the foregoing instances:
