Indemnification by the Trustee. The Trustee agrees to indemnify the Depositor, its officers, directors, agents and employees for, and to hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with, arising out of, or relating to the Trustee’s failure to file a Form 8-K or Form 10-K in accordance with Section 3.05, (ii) by reason of the Trustee’s willful misfeasance, bad faith or negligence in the performance of such obligations pursuant to Section 3.05, (iii) by reason of the Trustee’s reckless disregard of such obligations pursuant to Section 3.05 or (iv) any material misstatement or omission made in the Trustee Certification; provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), such indemnified Person shall have given the Trustee written notice thereof promptly after such indemnified Person shall have with respect to such claim or legal action knowledge thereof; provide, however, that such agreement by the Trustee to indemnify and hold harmless such Person shall not include or apply to any such loss, liability or expense arising from, caused by or resulting from the actions or omissions of any Person other than the Trustee, including without limitation the negligence, willful misfeasance, bad faith or reckless disregard of duties or obligations under or pursuant to this Agreement, the Servicing Agreement or other applicable agreement by the Depositor or the Servicer, including without limitation any erroneous, inaccurate or incomplete information or certification provided to the Trustee by the Depositor or the Servicer in connection with, or any failure or delay on the part of the Depositor or the Servicer to provide any information or certification necessary to, the Trustee’s performance under Section 3.05. If the indemnification provided for in this Section 3.07 is unavailable or insufficient to hold harmless such indemnified Persons, then the Trustee shall contribute to the amount paid or payable by such indemnified Persons as a result of the losses, claims, damages or liabilities of such indemnified Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other. This indemnity shall survive the resignation or removal of the Trustee and the termination of this Agreement.
Indemnification by the Trustee. The Trustee (including in its capacity as Paying Agent) agrees to indemnify the Depositor and the Master Servicer, and each of their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon the engagement of any Subcontractor in violation of Section 6.01(l) or any failure by the Trustee to deliver when and as required the information pursuant to Section 6.01(m), the disclosure applicable to the Trustee pursuant to Sections 6.20(c)(ii), 6.20(d)(ii) and 6.20(e)(ii), the certification applicable to the Trustee pursuant to Section 6.20(d)(iv) or any assessment of compliance pursuant to Section 9.25(a). This indemnification shall survive the termination of this Agreement or the termination of the Trustee hereunder.
Indemnification by the Trustee. The Trustee agrees to indemnify the Sponsor, the Depositor and the Master Servicer, and each of their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon the engagement of any Subcontractor in violation of Section 6.01(l) or any failure by the Trustee to deliver any assessment of compliance pursuant to Section 9.25(a).
Indemnification by the Trustee. The Trustee agrees to indemnify the Depositor and the Master Servicer, and each of their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon the engagement of any Subcontractor in violation of Section 6.01 or any failure by the Trustee to deliver any assessment of compliance pursuant to Section 9.25(a). This indemnification shall survive the termination of this Agreement or the termination of the Trustee hereunder.
Indemnification by the Trustee. The Trustee (including in its capacity as Paying Agent) agrees to indemnify the Depositor and the Master Servicer, and each of their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon the engagement of any Subcontractor in violation of Section 6.01(l) or any failure by the Trustee to deliver any assessment of compliance pursuant to Section 9.25(a). This indemnification shall survive the termination of this Agreement or the termination of the Trustee hereunder.
Indemnification by the Trustee. Subject to Section 12.5 and any other exculpatory provisions or liability limitations set forth in this Agreement, the Trustee agrees to indemnify and hold harmless the Custodian from and against any Losses incurred or sustained by the Custodian in connection with the performance of its duties under this Agreement, except, in each case, to the extent such Losses result from the Custodian’s (or its agents’) breach of the Standard of Care, intentional breach, fraud or willful misconduct in the discharge of its duties under this Agreement. If the Trustee instructs the Custodian to take any action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable therefor, the Trustee, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodian’s request such further indemnification in an amount to be mutually agreed upon between the Trustee and Custodian if and when necessary. The indemnification obligations of this section shall survive termination of this Agreement.
Indemnification by the Trustee. The Trustee agrees to indemnify the Depositor, the NIMs Insurer and the Master Servicer, and each of their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon the engagement of any Subcontractor in violation of Section 6.01(l) or any failure by the Trustee to deliver any information, report, certification or other material when and as required under Sections 6.20 and 9.25(a).
Indemnification by the Trustee. The Trustee agrees to indemnify the Depositor and the Master Servicer, and each of their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon the engagement of any Subcontractor in violation of Section 6.01(l) or any failure by the Trustee to deliver when and as required information pursuant to Section 6.01(m), the disclosure applicable to the Trustee pursuant to Sections 6.20(c)(ii), 6.20(d)(ii) and 6.20(e)(ii), the certification applicable to the Trustee pursuant to Section 6.20(d)(iv) or any assessment of compliance pursuant to Section 9.25(a).
Indemnification by the Trustee. The Trustee agrees to indemnify the Depositor and the Master Servicer, and each of their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon the engagement of any Subcontractor in violation of Section 6.01(l) or any failure by the Trustee to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 6.20, 9.25(a) or (b).
Indemnification by the Trustee. In connection with any registration in which the Trustee is participating, the Trustee will furnish to ATI in writing such information with respect to the Trustee as ATI reasonably requests for use in connection with any such registration, prospectus, or preliminary prospectus and agrees to indemnify ATI, its directors, its officers who sign the Registration Statement and each Person, if any, who controls ATI (within the meaning of either the Securities Act or of the Exchange Act) to the same extent as the foregoing indemnity from ATI to such holder, but only with respect to information relating to such holder furnished to ATI in writing by the Trustee expressly for use in the Registration Statement, the prospectus, any amendment or supplement thereto, or any preliminary prospectus.
