RECOURSE OF BUYER OR ANY OTHER PURCHASER REPRESENTATIVE TO CUSTOMER FOR AMOUNTS
OTHERWISE SPECIFICALLY PROVIDED TO BE PAID BY CUSTOMER UNDER THE TERMS OF THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, INCLUDING WITHOUT LIMITATION UNDER
THE TERMS OF THE NEXT SUCCEEDING SENTENCE.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING INDEMNIFICATION, CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS BUYER
AND EACH OTHER PURCHASER REPRESENTATIVE FOR INDEMNIFIED AMOUNTS (INCLUDING,
WITHOUT LIMITATION, LOSSES IN RESPECT OF UNCOLLECTIBLE RECEIVABLES, REGARDLESS
OF WHETHER REIMBURSEMENT THEREFOR WOULD CONSTITUTE RECOURSE TO CUSTOMER)
RELATING TO OR RESULTING FROM:
(A)
THE TRANSFER TO BUYER OF AN UNDIVIDED
PERCENTAGE OWNERSHIP INTEREST IN ANY RECEIVABLE AND OTHERWISE WITH RESPECT TO
THE RECEIVABLES AND PURCHASES AND INVESTMENTS OF PRINCIPAL HEREUNDER AND UNDER
THE TRANSACTION DOCUMENTS, AND THE TRANSACTIONS HEREUNDER AND CONTEMPLATED
HEREBY;
(B)
ANY REPRESENTATION OR WARRANTY MADE BY
CUSTOMER OR ANY OF ITS SUBSIDIARIES (OR ANY OFFICERS, MANAGERS OR MEMBERS OF
CUSTOMER OR ANY OF ITS SUBSIDIARIES) UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OTHER TRANSACTION DOCUMENT, ANY REPORT OR ANY OTHER INFORMATION OR REPORT
DELIVERED BY CUSTOMER OR ANY OF ITS SUBSIDIARIES PURSUANT HERETO, WHICH SHALL
HAVE BEEN FALSE OR INCORRECT WHEN MADE OR DEEMED MADE;
65
(C)
THE FAILURE BY CUSTOMER TO COMPLY WITH ANY
APPLICABLE LAW, RULE OR REGULATION WITH RESPECT TO ANY RECEIVABLE OR CONTRACT
RELATED THERETO, OR THE NONCONFORMITY OF ANY RECEIVABLE OR CONTRACT INCLUDED
THEREIN WITH ANY SUCH APPLICABLE LAW RULE OR REGULATION;
(D)
THE FAILURE TO VEST AND MAINTAIN VESTED IN
BUYER THE WAREHOUSE ASSETS, FREE AND CLEAR OF ANY ADVERSE CLAIM;
(E)
THE FAILURE TO FILE, OR ANY DELAY IN
FILING, FINANCING STATEMENTS OR OTHER SIMILAR INSTRUMENTS OR DOCUMENTS UNDER THE
UCC OF ANY APPLICABLE JURISDICTION OR OTHER APPLICABLE LAWS WITH RESPECT TO THE
WAREHOUSE ASSETS;
(F)
ANY DISPUTE, CLAIM, OFFSET OR DEFENSE
(OTHER THAN DISCHARGE IN BANKRUPTCY OF THE OBLIGOR) OF THE OBLIGOR TO THE
PAYMENT OF ANY RECEIVABLE INCLUDED IN THE WAREHOUSE ASSETS (INCLUDING, WITHOUT
LIMITATION, A DEFENSE BASED ON SUCH RECEIVABLE OR THE CONTRACT RELATING TO SUCH
RECEIVABLE NOT BEING A LEGAL, VALID AND BINDING OBLIGATION OF SUCH OBLIGOR
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS), OR ANY OTHER CLAIM
RESULTING FROM THE SALE OR LEASE OF GOODS OR THE RENDERING OF SERVICES RELATED
TO SUCH RECEIVABLE OR THE FURNISHING OR FAILURE TO FURNISH SUCH GOODS OR
SERVICES;
(G)
ANY FAILURE OF CUSTOMER TO PERFORM ITS
DUTIES OR OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR
UNDER THE OTHER TRANSACTION DOCUMENTS;
(H)
ANY LEGAL SUIT OR OTHER CLAIM OR ACTION OF
WHATEVER SORT ARISING OUT OF OR IN CONNECTION WITH ANY RECEIVABLE OR THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT; OR
(I)
ANY PRODUCTS LIABILITY CLAIM OR PERSONAL
INJURY OR PROPERTY DAMAGE SUIT OR OTHER CLAIM OR ACTION OF WHATEVER SORT ARISING
OUT OF OR IN CONNECTION WITH ANY RECEIVABLE, THE RELATED SECURITY THEREFOR OR
THIS AGREEMENT.
SECTION 9.2.
TAX INDEMNIFICATION AND
CHARACTERIZATION.
(A)
CUSTOMER HEREBY AGREES TO PAY, AND TO
INDEMNIFY, PROTECT, SAVE AND