Common use of Indemnification by the Grantor and Guarantor Clause in Contracts

Indemnification by the Grantor and Guarantor. To the fullest extent permitted by law, the Grantor and the Guarantor (each, an “Indemnifying Person”), jointly and severally, agree to indemnify and defend the Trustee, the Delaware Trustee, the Registrar, any transfer agent and any Paying Agent and their directors, officers, employees and agents against (each, an “Indemnified Person”), and hold each of them harmless from, any loss, liability, damage, claim or expense (including reasonable attorneys’ fees) that may arise out of or in connection with its acting as the Trustee, the Delaware Trustee or the Registrar, transfer agent or Paying Agent, respectively, under this Trust Agreement, and the Trust Preferred Securities, except for any liability arising out of negligence, bad faith or willful misconduct on the part of any such Person or Persons. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Indemnifying Persons, notify the Indemnifying Persons in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Indemnifying Persons hereunder except to the extent that such failure to provide notice materially prejudices the Indemnifying Persons. The Indemnifying Persons shall be entitled to appoint counsel of their choice at their expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Indemnifying Persons will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. This Section 6.07 and Section 6.08 and the obligations of the Grantor and the Guarantor thereunder shall survive the termination of the Trust and this Agreement.

Indemnification by the Grantor and Guarantor. To the fullest extent permitted by law, the Grantor and the Guarantor (each, an “Indemnifying Person”), jointly and severally, agree to indemnify and defend the Trustee, the Delaware Trustee, the Registrar, any transfer agent and any Paying Agent and their directors, officers, employees and agents against (each, an “Indemnified Person”), and hold each of them harmless from, any loss, liability, damage, claim or expense (including reasonable attorneys’ fees) that may arise out of or in connection with its acting as the Trustee, the Delaware Trustee or the Registrar, transfer agent or Paying Agent, respectively, under this Trust Agreement, Agreement and the Trust Preferred Securities, except for any liability arising out of negligence, bad faith or willful misconduct on the part of any such Person or Persons. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Indemnifying Persons, notify the Indemnifying Persons in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Indemnifying Persons hereunder except to the extent that such failure to provide notice materially prejudices the Indemnifying Persons. The Indemnifying Persons shall be entitled to appoint counsel of their choice at their expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Indemnifying Persons will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. This Section 6.07 and Section 6.08 and the obligations of the Grantor and the Guarantor thereunder shall survive the termination of the Trust and this Agreement.