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 8.02 hereunder, defend the Contributor agrees to pay, indemnify and hold harmlessharmless (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 Contributed 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 European Receivables Loan Agreement) or (ii) the Contributor breaching 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 covenant contained herein with respect to employee benefit plans, against all Losses reasonably incurred by any Contributed Receivable and such PersonContributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of the foregoing events or circumstances being a “Contributor Indemnification Event”). Subject The amount of such indemnification shall be equal to the second sentence original Principal Amount of Section 11.04(bsuch 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 indemnify or make advances (a payment with respect to such Contributed Receivable pursuant to Section 29 of the following paragraph) European Receivables Loan 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 Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or was an officer of prior to such 10th Business Day or on such earlier day in accordance with 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, proviso set forth in defending any proceeding of the type referred to above in advance of its final disposition; provided, however, that this subsection 2.06(b). Following 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 actionContributor Indemnification Payment, the Company shall have the burden of proving that the claimant was not entitled 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 Contributed 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 Clause 7.2, defend each Originator agrees to pay, indemnify and hold harmlessharmless (without duplication of any Originator Dilution Adjustment Payments made pursuant to Clause 2.7 hereof) the 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 Purchaser in any way relating to the fullest extent or arising out of (i) any Receivable attributable to such Originator becoming subject to any defence, 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) such Originator 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 "Originator 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 Originator 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 Purchaser in respect of such Receivable (the "Originator Indemnification Payment"), the Company . Such payment shall be required to indemnify made on or make advances (pursuant prior to the following paragraph) to a Person in connection with tenth Business Day after the day the Purchaser requests such a proceeding (payment or part thereof) initiated by the Originator obtains knowledge thereof unless such Person only if the initiation of Originator Indemnification Event shall have been cured on or before 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 ortenth Business Day, 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 in the event that (x) an Originator Termination Event with respect to an Originator has occurred and is continuing or (y) the Purchaser shall be required to make a payment with respect to such Receivable pursuant to Clause 2.7 of expenses incurred by the Contribution Agreement and the Purchaser has insufficient funds to make such a Person payment, the Originator shall make such payment immediately. The Purchaser shall have no further remedy against the Originator in advance of the final disposition respect of such proceeding shall be made only upon receipt an Originator Indemnification Event unless the Originator fails to make an Originator Indemnification Payment on or prior to such tenth Business Day or on such earlier day in accordance with the proviso set forth in this Clause 2.8(b). Upon the making 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 CompanyOriginator Indemnification Payment, the claimant may file suit Purchaser shall automatically agree 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 pay to the requested indemnification or Originator 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 an Originator Indemnification Payment is made.

Special Indemnification. (a) The Company shall indemnifyIn addition to its obligations under Section 8.02 hereunder, defend each Originator agrees to pay, indemnify and hold harmlessharmless (without duplication of any Originator Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Purchaser from any loss, liability, expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Purchaser 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) such Originator 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 "Originator 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 Originator 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 Purchaser in respect of such Receivable (the "Originator Indemnification Payment"), the Company . Such payment shall be required to indemnify made on or make advances (pursuant prior to the following paragraph) to a Person in connection with 10th Business Day after the day the Purchaser requests such a proceeding (payment or part thereof) initiated by such Person only if the initiation of Originator obtains knowledge thereof unless such proceeding (Originator Indemnification Event shall have been cured on 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 dispositionbefore such 10th Business Day; provided, however, that in the event that (x) an Originator Termination Event with respect to an Originator has occurred and is continuing or (y) the Purchaser shall be required to make a payment with respect to such Receivable pursuant to Section 2.05 of expenses incurred by the Pooling Agreement and the Purchaser has insufficient funds to make such a Person payment, such Originator shall make such payment immediately. The Purchaser shall have no further remedy against such Originator in advance of the final disposition respect of such proceeding shall be made only upon receipt of an undertaking by Originator Indemnification Event unless such Originator fails to make an Originator Indemnification Payment on or prior to such 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 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 CompanyUpon an Originator Indemnification Payment, the claimant may file suit Purchaser shall automatically agree to recover the unpaid amount of pay to such claim and, if successful in whole or in part, shall be entitled Originator all Collections received subsequent 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 payment with respect to the requested indemnification or payment Receivable in respect of expenses under applicable lawwhich an Originator 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.

Special Indemnification. The parties acknowledge that ALIC is unable to make affirmative represe▇▇▇▇ions and warranties as to certain tax matters and other matters addressed in this Section 10.1, although it has no knowledge that such representations are not true and correct. However, the parties have agreed that, except for the items disclosed in Section 10.1(b) of the Disclosure Schedule (which, if disclosed, shall relieve ALIC from any liability therefor), ALIC sh▇▇▇ make certain indemnifications w▇▇▇ respect to such matters, as provided in this Section 10.1. (a) The If any statement in Section 10.1(b) is not true and correct, and if any of AVLIC, AIC, Holding Company or AML incur any Liabilities or Damages which would not have been incurred if such statement had been true and correct, then: 1) If a director, officer, manager or supervisor of ALIC, AVLIC or AIC had a▇▇▇▇l knowledge, at or prior to the Closing Date, that such statement was not true and correct, then ALIC shall indemnifypay, defend and shall indemnify AVLIC, ▇▇▇, Holding Company and AML in respect of, and hold harmlesseach of them harmless against, any and all such Liabilities and Damages. 2) If no director, officer, manager or supervisor of ALIC, AVLIC or AIC had t▇▇ ▇ctual knowledge described in the foregoing paragraph, then ALIC shall pay, and shall ▇▇demnify AVLIC, AIC, Holding Company and AML in respect of, and hold each of them harmless against, any and all such Liabilities and Damages, but only to the extent that the cumulative total of all such Liabilities and Damages exceeds, in the aggregate, $5,000,000. It is understood and agreed that, to the fullest extent permitted by applicable lawthat any Tax payment, any Person that was deduction or other calculation involves a Tax benefit to AVLIC or AIC which is made subsequently delayed but the benefit of which will ultimately be realized in full, the Liability or Damage associated therewith which is threatened to be made a party or is otherwise involved in any action, suit or proceeding, by reason indemnified hereunder shall include only the time value of the fact that such Person is or was an officer amount 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 Votedelayed. (b) The Company following statements are set forth solely for the purposes of this Section 10.1, as explained above, and are not intended to serve as representations or warranties of any party. Each of these statements shall pay the reasonable expenses (including reasonable attorneys' fees) incurred by any Person that is or was an officer be deemed made as of the Company or, while an officer date of this Agreement and restated as of the Company, is or was serving at the request Closing Date: (1) Except as set forth in Section 10.1(b)(1) of the Company as a directorDisclosure Schedule, officerfor all Tax periods ending on or prior to the Closing Date, employee each of AVLIC and AIC, 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 ALIC on behalf of such Person or with respect to repay AVLIC ▇▇▇/or AIC, has within the time and manner prescribed by Law paid all amounts advanced if it should be finally determined Taxes that such Person is not entitled to be indemnified under this Section 11.04 are due and payable and has established reserves on the respective GAAP books of AVLIC or otherwise. If a claim AIC which are adequate for indemnification or advancement of expenses under this Section 11.04 is not paid in the 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 lawall Taxes of AVLIC or AIC which are not yet due and payable or which may otherwise be determined after Closing to have been due. (c2) The Company's obligationExcept as set forth in Section 10.1(b)(2) of the Disclosure Schedule, if anyat the Closing, 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 neither AVLIC nor AIC shall be reduced a party to or be bound by any amount such Person may collect as indemnification from such other company, partnership, joint venture, trust, enterprise Tax sharing Contract or nonprofit entity, as applicablearrangement which shall have any effect on AVLIC or AIC for any Tax period after the Closing Date. (d3) The indemnification Except as set forth in Section 10.1(b)(3) of the Disclosure Schedule, from and advancement after Closing, AVLIC and AIC shall not have any obligation with respect to any period ending on or prior to the Closing Date for any Taxes of expenses provided any Person other than AVLIC or AIC. (4) Except as set forth in Section 10.1(b)(4) of the Disclosure Schedule, AVLIC and AIC shall not, for any reason other than a change after the Closing Date in applicable Tax Laws, suffer, for any Tax period beginning after the Closing Date, any reduction, elimination or other unavailability of any deductions or other Tax benefits which are on the financial statements of AVLIC and/or AIC as of December 31, 1995. (5) Except as set forth in Section 10.1(b)(5) of the Disclosure Schedule, the tax treatment under the Code of all insurance, annuity or investment policies, plans or contracts; all financial products, employee benefit plans, individual retirement accounts or annuities; and any similar or related policy, contract, plan or product, whether individual, group or otherwise, issued or sold by AVLIC, is and at all times has been in all material respects the same or granted pursuant more favorable to the purchaser, policyholder or intended beneficiaries thereof as the tax treatment under the Code for which such contracts qualified or purported to qualify at the time of its issuance or purchase, except for changes resulting from changes to the Code effective after the date of such issuance or purchase. For purposes of this Section 11.04 shall10.1(b), unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be an officer, employee or agent the provisions of the Company Code relating to the tax treatment of such Contracts shall include, but not be limited to, Sections 72, 79, 89, 101, 104, 105, 106, 125, 130, 401, 402, 403, 404, 408, 412, 415, 419, 419A, 457, 501, 505, 817, 818, 7702 and 7702A of the Code. (6) Except as set forth in Section 10.1(b)(6) of the Disclosure Schedule, AVLIC neither offers nor sells any pension, profit sharing, defined benefit, Code Section 401(k) and other retirement or other Person indemnified hereunder employee benefit plan or Contract (including, but not limited to, simplified employee pension plans, Code Section 403(a), (b) and shall inure to (c) annuities, Keogh plans and individual retirement acco▇▇▇▇ and annuities) to, or for the benefit of the heirsany employees of, executors any other Person; and administrators of neither AVLIC nor AIC provides administrative or other contractual services for any such Personplan or Contract, including, but not limited to, any Third Party administrative services for any Benefit Plan.

Special Indemnification. (a) The Company shall Enterprises covenants and agrees to indemnify, defend and hold harmless, HEK to the fullest extent permitted by applicable law, from and against any Person that was or is made or is threatened to be made a party or is otherwise involved in any and all losses, claims, damages, liabilities, obligations, deficiencies, demands, suits, actions, causes of action, suit or proceedingassessments, by reason of the fact that such Person is or was an officer of the Company orjudgments, while an officer of the Companyfines, is or was serving at the request of the Company as an officersurcharges, employee or agent of another company or of a partnershiptax penalties, joint venturesettlements, trustcivil penalties, enterprise or nonprofit entitylosses, 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 costs and expenses (including reasonable attorneys' ’ fees) and other amounts arising from any and all claims, demands, actions, suits, or proceedings (hereinafter individually a “Loss” and collectively “Losses”) suffered or incurred by any Person that is HEK to the extent such Losses: (i) relate to or was an officer arise out of (A) liabilities of the Company orprior to the date hereof, while an officer except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement, or (B) in connection with any assets that Enterprise transferred to the Company that existed on or prior to the date of the Company, is this Agreement; (ii) result from or was serving at the request arise out of operation of the Company as a directorprior to the date hereof, officer, employee except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement; or agent (iii) result from or arise our of another company any breach of any representation or of a partnership, joint venture, trust, enterprise or nonprofit entity, in defending any proceeding of the type referred warranty made by Enterprises under this Agreement. The right 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 indemnification under this Section 11.04 or otherwise. If a claim for 6.6(c) shall be subject to all of the following limitations: (i) HEK shall have no right to indemnification or advancement of expenses under this Section 11.04 is not paid in full within sixty (606.6(c) calendar days after a written claim therefor has been received by hereof until the Company, the claimant may file suit to recover the unpaid aggregate amount of all Losses exceeds Fifty Thousand and 00/100 Dollars ($50,000.00), in which event Enterprises shall be required to pay or be liable for all such claim andLosses from the first dollar of Loss; (ii) HEK shall not be indemnified pursuant to Section 6.6(c) for any Losses, if successful in whole or in part, shall be entitled the aggregate of all such Losses for which HEK has received indemnification pursuant 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 lawSection 6.6(c) has exceeded One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00). (ciii) The Company's obligation, if any, to indemnify amount of any Person that was or Losses for which indemnification is serving at its request as a director, officer, employee or agent of another company, partnership, joint venture, trust, enterprise or nonprofit entity provided under Section 6.6(c) hereof shall be reduced net of any insurance proceeds received by any amount such Person may collect as indemnification from such other company, partnership, joint venture, trust, enterprise or nonprofit entity, as applicable.HEK; and (div) The All indemnification obligations under Section 6.1 shall terminate and advancement of expenses provided by have no legal force 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 effect eighteen (18) months after the Company or other Person indemnified hereunder and shall inure to the benefit of the heirs, executors and administrators of such PersonClosing.

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.

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 harmlessharmless (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 Contributed 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 U.S. Receivables Loan Agreement) or (ii) the Contributor breaching 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 covenant contained herein with respect to employee benefit plans, against all Losses reasonably incurred by any Contributed Receivable and such PersonContributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of the foregoing events or circumstances being a “Contributor Indemnification Event”). Subject The amount of such indemnification shall be equal to the second sentence original Principal Amount of Section 11.04(bsuch 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 indemnify or make advances (a payment with respect to such Contributed Receivable pursuant to Section 29 of the following paragraph) U.S. Receivables Loan 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 Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or was an officer of prior to such 10th Business Day or on such earlier day in accordance with 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, proviso set forth in defending any proceeding of the type referred to above in advance of its final disposition; provided, however, that this subsection 2.06(b). Following 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 actionContributor Indemnification Payment, the Company shall have the burden of proving that the claimant was not entitled 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 Contributed Receivable in respect of the heirs, executors and administrators of such Personwhich a Contributor Indemnification Payment is made.

Special Indemnification. Notwithstanding anything to the contrary contained in ARTICLE IX hereof, ---------- all settlement or judgment liabilities (collectively, the "Special Liabilities") ------------------- directly resulting from the Lawsuit (as defined below) shall be handled as follows: (a) The Company up to the first $2 million of such Special Liabilities shall indemnifyremain an obligation solely of the Companies and the Purchaser after the Closing, defend as to which the Companies and the Purchaser shall indemnify and hold harmlessharmless the Sellers, to and neither the fullest extent permitted Purchaser nor the Companies shall have any indemnification rights against the Sellers therefor; (b) of the next $2 million of any such Special Liabilities, on a pari passu basis, (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 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 applicable law, any Person that was or is made or is threatened the Sellers to be made a party or is otherwise involved referred to as the "Litigation ---------- Cap"); (c) any and all such Special Liabilities in any action, suit or proceeding, by reason excess of the fact that such Person is or was an officer 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 Company orCompanies' investigation and defense, while an officer and any settlement, 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 entityLawsuit and shall bear all costs and expenses, including service with respect to employee benefit plansattorneys' fees, 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 (investigation, defense and settlement, which costs and expenses, including reasonable attorneys' fees) , incurred by any Person that is or was an officer in connection with such investigation, defense and settlement shall not, for purposes of this Agreement, be considered a part of the Company orLiabilities. Anything contained in this SECTION 9.7 to the contrary ----------- notwithstanding, while an officer the indemnification obligations of the Company, is Purchaser under this SECTION 9.7 shall be subject to any limitations thereon imposed by or was serving at the request under ----------- applicable law. The obligations 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 Sellers under 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 Litigation Cap shall be made only upon receipt of an undertaking by or on behalf of such Person subject 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 and limited by the Companyavailable 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, dollar for dollar, the claimant may file suit to recover the unpaid available dollar ---------- amount under any other provision of such claim and, if successful in whole or in part, shall be entitled ARTICLE IX hereof to be paid by the expense of prosecuting such claim. In any such actionSeller ---------- Indemnifying Persons that is subject to the Representation Cap, the Company shall have Environmental/Tax Cap or the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable lawRemainder Cap. (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 9.02 hereunder, defend each Seller agrees to pay, indemnify and hold harmlessharmless 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 Eligible Receivable originated by such Seller becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by applicable lawthis Agreement or the Pooling Agreement) or (ii) such Seller breaching any covenant contained in Section 5.02, any Person that was 5.08, 5.09, 5.10, 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 20 Amended and Restated Receivables Sale Agreement 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 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 such Receivable. Such payment shall be made on or prior to the 30th Business Day after the day the Company requests such payment or such Seller obtains knowledge thereof 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 prior to such 30th Business Day, such Seller shall make such payment, then the Company shall have no further remedy against such Seller in respect of such Indemnification Event. Any payment by such Person only if the initiation of such proceeding (or part thereofSeller pursuant to this subsection 2.06(b) 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 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 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 appropriate Seller all Collections with respect to the benefit Receivable in respect of the heirs, executors and administrators of such Personwhich a Seller Indemnification Payment is made.

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 harmlessharmless (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 Contributed 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 European Receivables Loan Agreement) or (ii) the Contributor breaching 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 covenant contained herein with respect to employee benefit plans, against all Losses reasonably incurred by any Contributed Receivable and such PersonContributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of the foregoing events or circumstances being a "Contributor Indemnification Event"). Subject The amount of such indemnification shall be equal to the second sentence original Principal Amount of Section 11.04(bsuch 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 indemnify or make advances (a payment with respect to such Contributed Receivable pursuant to Section 29 of the following paragraph) European Receivables Loan 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 Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or was an officer of prior to such 10th Business Day or on such earlier day in accordance with 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, proviso set forth in defending any proceeding of the type referred to above in advance of its final disposition; provided, however, that this subsection 2.06(b). Following 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 actionContributor Indemnification Payment, the Company shall have the burden of proving that the claimant was not entitled 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 Contributed Receivable in respect of the heirs, executors and administrators of such Personwhich a Contributor Indemnification Payment is made.

Special Indemnification. Notwithstanding any provision in this Agreement to the contrary, (A) each Lender or Transferee shall indemnify the Borrowers and the Administrative Agent, and hold each of them harmless against any and all payments, expenses or taxes which the Borrower or the Administrative Agent may become subject to or obligated to pay if and to the extent that, (i) on the Closing Date or the effective date of transfer, as the case may be, such Lender or Transferee, (a) The Company shall indemnifymakes the representation and covenants set forth in subsection 4.11(d) of this Agreement and the Assignment and Assumption, defend and hold harmless(b) is not in fact also qualified to make the representation and covenants set forth in subsection 4.11(d) of this Agreement 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 force of law) from any central bank or other Governmental Authority the Borrowers or the Administrative Agent is required to the fullest extent permitted by applicable law, make 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 additional payments on account 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 U.S. withholding taxes and amounts related thereto with respect to employee benefit plansany payments under this Agreement, against all Losses reasonably incurred 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 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 Person. Subject Lender or Transferee pursuant to this subsection 11.13 remains unpaid on any Interest Payment Date or the second sentence of Section 11.04(b)date on which any prepayment is made, 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 Borrowers shall have the burden of proving that the claimant was not entitled right to set off against any payment due to such Lender or Transferee on such date any amounts owing 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 Borrowers 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 Personsubsection 11.13.

Special Indemnification. (a) The Company shall indemnifyIn addition to its obligations under Section 8.02 hereof, defend each Originator agrees to pay, indemnify and hold harmlessharmless the 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 Buyer in any way relating to the fullest extent 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 Funding Agreement) or (ii) such Originator 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 "Originator 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 Originator Indemnification Event occurs. Subject The amount of such indemnification shall be equal to the second sentence Outstanding Balance of Section 11.04(b), 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 Buyer in respect of the principal amount of such Receivable. Such payment shall be required to indemnify made on or make advances (pursuant prior to the following paragraph) to a Person in connection with 30th Business Day after the day the Buyer requests such a proceeding (payment or part thereof) initiated by the applicable Originator obtains knowledge that such Person only if the initiation of payment is due unless such proceeding (Originator Indemnification Event shall have been cured on 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 dispositionbefore such 30th Business Day; provided, however, that in the event that a Purchase Termination Event with respect to such Originator has occurred and is continuing, such Originator shall make such payment of expenses incurred by immediately. If, on or prior to such a Person 30th Business Day, the applicable Originator shall make such payment, then the Buyer shall have no further remedy against such Originator in advance of the final disposition respect of such proceeding shall be made only upon receipt of Originator Indemnification Event. Any payment by 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 Originator pursuant to this Section 11.04 shall2.06(b) is referred to as an "Originator Indemnification Payment". Upon payment of an Originator Indemnification Payment, unless otherwise provided when authorized or ratified, continue as the Buyer shall automatically agree to a Person who has ceased pay to be an officer, employee or agent of the Company or other Person indemnified hereunder and shall inure such Originator all Collections with respect to the benefit Receivable in respect of the heirs, executors and administrators of such Personwhich an Originator Indemnification Payment is made.

Special Indemnification. Without regard to any other provision ----------------------- of this Agreement, in the event that any claim is asserted or any legal action is instituted against the Corporation (a) The Company shall indemnifyincluding, 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)this Section, the Company shall be required to indemnify or make advances (pursuant to the following paragraphSurviving Corporation) 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 Dr. Subhash Vatav▇ ("▇▇▇▇▇▇") relating to repay all amounts advanced if it should be finally determined that such Person is not entitled facts or events occurring at or prior to be indemnified under the Effective Date, the following provisions of this Section 11.04 8.5 will apply. 8.5.1. Any Losses sustained or otherwise. If incurred in connection with a claim for indemnification or advancement action involving the assertion by Vatave of expenses dissenter's rights under this Section 11.04 is not paid in full within sixty (60) calendar days after a written claim therefor has been received the California General Corporation Law will be borne by the CompanySurviving Corporation, and Chopra and the Stockholders shall have no liability therefor whatsoever. 8.5.2. Any Losses sustained or incurred in connection with any claim or action not subject to Section 8.5.1 asserted by Vatave against the Corporation or CPI relating to facts or events occuring at or prior to the Effective Date (a "Vatave Claim") shall be allocated among CPI and Chopra as follows: Chopra shall bear the first $50,000 of such Losses; CPI shall bear the next $50,000 of such Losses; thereafter, any Losses shall be borne 50% by Chopra and 50% by CPI. Each of Chopra and CPI agree to promptly pay and disburse money to each other and/or such third parties as is necessary to give effect to this allocation of Losses. 8.5.3. The Corporation, CPI and Chopra agree to cooperate and assist each other in the defense of any Vatave Claim. Upon receipt of any Vatave Claim, the claimant Corporation will promptly give written notice thereof to Chopra. Chopra shall have the sole right to control the defense of a Vatave Claim and may file suit select counsel (who shall be reasonably satisfactory to recover CPI) to investigate, defend and respond to (including asserting counterclaims) any Vatave Claim. CPI acknowleges that O'Melveny & Myers LLP is sati▇▇▇▇▇ory counsel. (Unless there is a conflict between Chopra individually and the unpaid amount of such claim andCorporation, if successful in whole or in part, Chopra shall also be entitled to be paid employ O'Melveny & Myers LLP to repr▇▇▇▇▇ him personally in any dispute with Vatave.) CPI may join in and participate in the expense defense of prosecuting such claim. In any such action, the Company Vatave Claim at its own cost and expense. Chopra shall have the burden sole right to settle or compromise any Vatave Claim if the Corporation is unconditionally released and completely reimbursed for all Losses resulting therefrom. In the event that any proposed compromise or settlement of proving that a Vatave Claim involves Losses exceeding $50,000, Chopra may compromise or settle such Vatave Claim only with the claimant was prior written consent of CPI, which shall not entitled to the requested indemnification be unreasonably withheld or payment of expenses under applicable lawdelayed. (c) 8.5.4. Chopra hereby waives any and all right to indemnification from the Corporation in his capacity as a director and officer of the Corporation in respect of any Vatave Claim. The Company's obligationrisk of Loss with respect to a Vatave Claim will be allocated solely as provided in this Section 8.5. 8.5.5. In the event that Losses are incurred in respect of a Vatave Claim, whether such Losses relate to investigation, costs of defense and or settlement, no allocation or apportionment of such Losses will be made to Chopra individually merely because such Losses also benefitted Chopra individually. By way of illustration and without limitation, if any, to indemnify any Person that was or Chopra 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 co- defendant with the Corporation in a lawsuit relating to a Person who has ceased Vatave Claim, amounts expended by the parties hereto in defending such lawsuit which result in a dismissal of all claims, including claims against Chopra which share common facts or attributes, will not be apportioned to Chopra, but will instead be an officerallocated as provided in Section 8.5.2. If, employee however, claims are made against Chopra which do not share common facts or agent legal defenses with Vatave Claims, any costs of the Company or other Person indemnified hereunder defending such claims against Chopra will be separately borne by Chopra and shall inure to the benefit of the heirs, executors and administrators of such Personwill not be included in Losses allocated as provided in Section 8.5.2.

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 harmlessharmless (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 Contributed 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 plans, against all Losses reasonably incurred by any Contributed Receivable and such PersonContributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of the foregoing events or circumstances being a “Contributor Indemnification Event”). Subject The amount of such indemnification shall be equal to the second sentence original Principal Amount of Section 11.04(bsuch 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 indemnify or make advances (a payment with respect to such Contributed 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 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 Contributed Receivable in respect of the heirs, executors and administrators of such Personwhich a Contributor Indemnification Payment is made.