Indemnification by the Master Servicer. (a) Without limiting any other rights that any Indemnified Party may have hereunder or under Applicable Law, the Master Servicer hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Master Servicer Indemnified Amounts”) arising out of or resulting from (whether directly or indirectly): (i) the failure of any information contained in a Monthly Report or Weekly Report to be true and correct, or the failure of any other information provided to any Purchaser or the Administrative Agent by, or on behalf of, the Master Servicer to be true and correct; (ii) any failure of a Lock-Box Bank (other than ▇▇▇▇▇ or an Affiliate thereof) to comply with the terms of the applicable Lock-Box Agreement, the termination by a Lock-Box Bank (other than ▇▇▇▇▇ or an Affiliate thereof) of any Lock-Box Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Lock-Box Bank (other than ▇▇▇▇▇ or an Affiliate thereof) under any Lock-Box Agreement; (iii) the failure of any representation, warranty or statement made or deemed made by the Master Servicer (or any of its officers) under or in connection with this Agreement to have been true and correct as of the date made or deemed made in all respects when made; (iv) the failure by the Master Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract; (v) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable; (vi) any failure of the Master Servicer to perform its duties or obligations in 744072627 21691544 99 accordance with the provisions hereof or any other Transaction Document to which it is a party; (vii) the failure to have filed, 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 any Receivables, in or purporting to be in the Receivables Pool and any other Sold Assets or Seller Collateral, whether at the time of any purchase or reinvestment or at any subsequent time; (viii) the commingling of Collections of Pool Receivables at any time with other funds; or (ix) any obligation of the Seller under Section 5.03.
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Indemnification by the Master Servicer. (a) Without limiting any other rights that any Indemnified Party may have hereunder or under Applicable Law, the Master Servicer hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) ; provided that the Master Servicer shall only be responsible for the reasonable documented out-of-pocket fees and disbursements of one primary counsel to the Administrative Agent and the Purchasers and, if reasonably necessary, one regulatory counsel and one local counsel in each Relevant Jurisdiction, and, solely in the case of any actual or potential conflict of interest as determined by the Administrative Agent or Purchaser affected by such conflict, the Administrative Agent’s or such Purchaser’s own firm of counsel and, if reasonably necessary, one regulatory counsel and one local counsel in each Relevant Jurisdiction to such affected Administrative Agent or Purchaser (all of the foregoing being collectively referred to as “Master Servicer Indemnified Amounts”) arising out of or resulting from (whether directly or indirectly): (i) the failure of any information contained in a Monthly Report or Weekly Interim Report to be true and correct, or the failure of any other information provided to any Purchaser or the Administrative Agent by, or on behalf of, the Master Servicer to be true and correct; (ii) any failure of a Lock-Box Collection Bank (other than ▇▇▇▇▇ a Purchaser or an Affiliate thereof) to comply with the terms of the applicable Lock-Box Control Agreement, the termination by a Lock-Box Collection Bank (other than ▇▇▇▇▇ or an Affiliate thereof) of any Lock-Box Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Lock-Box Collection Bank (other than ▇▇▇▇▇ or an Affiliate thereof) under any Lock-Box Control Agreement; (iii) the failure of any representation, warranty or statement made or deemed made by the Master Servicer (or any of its officers) under or in connection with this Agreement to have been true and correct as of the date made or deemed made in all respects when made; (iv) the failure by the Master Servicer to comply with any applicable lawApplicable Law, rule or regulation with respect to any Pool Receivable or the related Contract; (v) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable; (vi) any failure of the Master Servicer to perform its duties or obligations in 744072627 21691544 99 accordance with the provisions hereof or any other Transaction Document to which it is a party; (vii) delaying the failure to have filed, or any delay in Administrative Agent from filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws Applicable Laws with respect to any Receivables, in or purporting to be in the Receivables Pool and any other Sold Assets or Seller Collateral, whether at the time of any purchase or reinvestment or at any subsequent time; or (viii) the commingling of Collections of Pool Receivables at any time with other funds; or (ix) . This Section 12.02 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any obligation of the Seller under Section 5.03non-Tax claim.
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Indemnification by the Master Servicer. (a) Without limiting any other rights that any Indemnified Party may have hereunder or under Applicable Law, the Master Servicer hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Master Servicer Indemnified Amounts”) arising out of or resulting from (whether directly or indirectly): (i) the failure of any information contained in a Monthly Report or Weekly Report to be true and correct, or the failure of any other information provided to any Purchaser or the Administrative Agent by, or on behalf of, the Master Servicer to be true and correct; (ii) any failure of a Lock-Box Bank (other than ▇▇▇▇▇ or an Affiliate thereof) to comply with the terms of the applicable Lock-Box Agreement, the termination by a Lock-Box Bank (other than ▇▇▇▇▇ or an Affiliate thereof) of any Lock-Box Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Lock-Box Bank (other than ▇▇▇▇▇ or an Affiliate thereof) under any Lock-Box Agreement; (iii) the failure of any representation, warranty or statement made or deemed made by the Master Servicer (or any of its officers) under or in connection with this Agreement to have been true and correct as of the date made or deemed made in all respects when made; (iv) the failure by the Master Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract; (v) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable; (vi) any failure of the Master Servicer to perform its duties or obligations in 744072627 21691544 99 accordance with the provisions hereof or any other Transaction Document to which it is a party; (vii) the failure to have filed, 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 any Receivables, in or purporting to be in the Receivables Pool and any other Sold Assets or Seller Collateral, whether at the time of any purchase or reinvestment or at any subsequent time; (viii) the commingling of Collections of Pool Receivables at any time with other funds; (ix) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Laws or Sanctions, incurred in connection with the Transaction Documents; (x) any investigation, litigation or proceeding (actual or threatened) related to any Boeing Receivable or any other Excluded Receivable or any related Contract; or (ixxi) any obligation of the Seller under Section 5.03.. 758444419 21691544 93
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