Common use of Indemnification by WEST Clause in Contracts

Indemnification by WEST. WEST agrees to indemnify and hold harmless the Series 2007-B2 Holders and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of WEST in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that WEST shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, WEST shall not be liable for any settlement of any proceeding effected without its written consent. All amounts due to an Indemnified Party under this Article VII shall be included in the amounts due to the Series 2007-B2 Notes and the Indenture Trustee shall pay such amounts to such Series 2007-B2 Holders as part of the increased costs on the Series 2007-B2 Notes out of the Available Collections Amount on each Payment Date as provided in Section 3.14 of the Indenture and Section 3.02 of the Series 2007-B2 Supplement.

Indemnification by WEST. WEST agrees to indemnify and hold harmless the Series 2007-B2 Holders Noteholders and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of WEST in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that WEST shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, WEST shall not be liable for any settlement of any proceeding effected without its written consent. All amounts due to an Indemnified Party under this Article VII shall be included in the amounts due to Noteholder Increased Costs for the Series 2007-B2 Notes and the Indenture Trustee shall pay such amounts to such Series 2007-B2 Holders Noteholders as part of the increased costs on the Series 2007-B2 Notes Increased Costs out of the Available Collections Amount on each Payment Date as provided in Section 3.14 3.13 of the Indenture and Section 3.02 of the Series 2007-B2 Supplement.

Indemnification by WEST. WEST agrees to indemnify and hold harmless the Initial Series 20072008-B2 Holders B1 Holder and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of WEST in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that WEST shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, WEST shall not be liable for any settlement of any proceeding effected without its written consent. All amounts due to an Indemnified Party under this Article VII shall be included in the amounts due to the Series 20072008-B2 B1 Notes and the Indenture Trustee shall pay such amounts to such Series 20072008-B2 Holders B1 Holder as part of the increased costs on the Series 20072008-B2 B1 Notes out of the Available Collections Amount on each Payment Date as provided in Section 3.14 of the Indenture and Section 3.02 3.03 of the Series 20072008-B2 B1 Supplement.

Indemnification by WEST. WEST agrees to indemnify and hold harmless the Series 20072008-B2 A1 Holders and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of WEST in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that WEST shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, WEST shall not be liable for any settlement of any proceeding effected without its written consent. All amounts due to an Indemnified Party under this Article VII shall be included in the amounts due to the Series 20072008-B2 A1 Notes and the Indenture Trustee shall pay such amounts to such Series 20072008-B2 A1 Holders as part of the increased costs on the Series 20072008-B2 A1 Notes out of the Available Collections Amount on each Payment Date as provided in Section 3.14 of the Indenture and Section 3.02 3.03 of the Series 20072008-B2 A1 Supplement.

Indemnification by WEST. WEST agrees to indemnify and hold harmless the Series 2007-B2 Holders A2 Noteholders and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of WEST in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that WEST shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, WEST shall not be liable for any settlement of any proceeding effected without its written consent. All amounts due to an Indemnified Party under this Article VII shall be included in the amounts due to Noteholder Increased Costs for the Series 2007-B2 A2 Notes and the Indenture Trustee shall pay such amounts to such Series 2007-B2 Holders A2 Noteholders as part of the increased costs on the Series 2007-B2 Notes A2 Increased Costs out of the Available Collections Amount on each Payment Date as provided in Section 3.14 3.13 of the Indenture and Section 3.02 of the Series 2007-B2 A2 Supplement.

Indemnification by WEST. WEST agrees to indemnify and hold harmless the Series 2007-B2 A2 Holders and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of WEST in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that WEST shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, WEST shall not be liable for any settlement of any proceeding effected without its written consent. All amounts due to an Indemnified Party under this Article VII shall be included in the amounts due to the Series 2007-B2 A2 Notes and the Indenture Trustee shall pay such amounts to such Series 2007-B2 A2 Holders as part of the increased costs on the Series 2007-B2 A2 Notes out of the Available Collections Amount on each Payment Date as provided in Section 3.14 of the Indenture and Section 3.02 of the Series 2007-B2 A2 Supplement.