Common use of Indemnification of Bank Clause in Contracts

Indemnification of Bank. (a) The Bank (including its agents and employees) shall be indemnified by, and receive reimbursement from, the Trust Estate, against and from any and all liability, expense, claim, damage or loss (including reasonable legal fees and expenses) incurred by it, individually or as Trustee, in the administration of the Trust and the Trust Estate or any part or parts thereof, or in the doing of any act done or performed or omission occurring on account of its being Trustee, except (1) such liability, expense, claim, damage or loss arising from the Trustee’s negligence, bad faith or fraud and (2) any loss resulting from the Trustee’s expenses (direct or indirect) in carrying out the administrative tasks required hereunder exceeding the compensation and reimbursement provided for pursuant to Sections 7.04 and 7.05 hereof. The Trustee shall have a lien upon the Trust Estate to secure it for such indemnification and reimbursement and for compensation to be paid to it. Except as provided in Section 3.08 hereof, neither the Trustee nor any agent or employee of the Trustee shall be entitled to any reimbursement or indemnification from any Unit Holder for any liability, expense, claim, damage or loss incurred by the Trustee or any such agent or employee; and the rights of the Trustee or any agent or employee of the Trustee to reimbursement and indemnification, if any, shall be limited solely to the Trust Estate whether or not such reimbursement and indemnification shall be insufficient fully to reimburse or indemnify the Trustee or any such agent or employee. The Bank shall be entitled to indemnity by and reimbursement from the Trust Estate for any liability imposed upon it for failure to comply with the provisions of Section 7.02 hereof without regard to the limitations set forth in clause (1) of this Section 7.03(a). (b) The Company will indemnify and hold the Bank, individually and as Trustee, harmless from and against any losses, claims, damages or liabilities to which the Bank, individually or as Trustee, may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Bank, individually and as Trustee, for any legal or other expenses reasonably incurred by the Bank, individually and as Trustee, in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or such amendment or supplement in reliance upon and in conformity with information furnished to the Company by the Bank, individually or as Trustee. The foregoing indemnity and hold harmless agreement shall inure to the benefit of all officers, directors and controlling persons of the Bank, individually and as Trustee.

Indemnification of Bank. (a) The Bank Borrower (including its agents and employeesthe "Indemnitor") shall be indemnified byindemnify, defend and hold Bank and its past and current officers, directors, employees, attorneys and agents, and receive reimbursement their respective successors and assigns (collectively, the "Indemnitees"), harmless for, from, the Trust Estate, and against and from any and all liability, expense, claim, damage or loss claims (including reasonable legal fees and expenseswithout limitation, attorneys' fees) incurred asserted against any Indemnitee by itany person, individually entity or governmental authority arising out of or in connection with the ownership or use of any portion of the Collateral (except as Trusteeto claims which arise solely out of an Indemnitee's gross negligence or willful misconduct). If, in the administration reasonable judgment of Bank, the Trust and the Trust Estate or any part or parts thereofIndemnitor is incapable of defending, or unwilling to defend, the relevant Indemnitee(s) against such claims or fail to defend the relevant Indemnitee(s) against such claims in the doing of any act done or performed or omission occurring on account of its being Trusteea manner Bank reasonably deems appropriate, except (1) such liability, expense, claim, damage or loss arising from the Trustee’s negligence, bad faith or fraud and (2) any loss resulting from the Trustee’s expenses (direct or indirect) in carrying out the administrative tasks required hereunder exceeding the compensation and reimbursement provided for pursuant to Sections 7.04 and 7.05 hereof. The Trustee shall have a lien upon the Trust Estate to secure it for such indemnification and reimbursement and for compensation to be paid to it. Except as provided in Section 3.08 hereof, neither the Trustee nor any agent or employee of the Trustee shall be entitled to any reimbursement or indemnification from any Unit Holder for any liability, expense, claim, damage or loss incurred by the Trustee or any such agent or employee; and the rights of the Trustee or any agent or employee of the Trustee to reimbursement and indemnification, if any, shall be limited solely to the Trust Estate whether or not such reimbursement and indemnification shall be insufficient fully to reimburse or indemnify the Trustee or any such agent or employee. The Bank shall be entitled to indemnity appear in any action or proceeding to defend the relevant Indemnitee(s) against such claims, and the Indemnitor shall reimburse Bank for all costs incurred by and reimbursement from the Trust Estate for any liability imposed upon it for Bank in connection therewith, including reasonable attorneys' fees, within ten (10) days after demand therefor. Any failure to comply with so reimburse Bank within the provisions of Section 7.02 hereof without regard specified time period shall constitute a Default under this Agreement, and the unreimbursed amount shall be added to the limitations set forth in clause (1) outstanding balance of this Section 7.03(a)the Credits and bear interest at the interest rate until paid. (b) The Company will indemnify relevant Indemnitee(s), at its sole option, shall be entitled to settle or compromise any claim asserted against it, and hold the Bank, individually and as Trustee, harmless from and against any losses, claims, damages or liabilities to which the Bank, individually or as Trustee, may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based settlement shall be binding upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make Indemnitor for purposes of the statements therein not misleading, and will reimburse the Bank, individually and as Trustee, for any legal or other expenses reasonably incurred by the Bank, individually and as Trustee, in connection with investigating or defending any such action or claimforegoing indemnification; provided, however, that the Company shall not be liable in 12. Indemnitor may settle or compromise any such case claim, or decide not to settle or compromise any such claim, as long as all Indemnitees are fully released from any and all liability thereon. Payment by Bank pursuant to such settlement or compromise, or payment by Bank of any judgment or claim successfully asserted against an Indemnitee or the Collateral, shall be added to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or such amendment or supplement in reliance upon and in conformity with information furnished to the Company by the Bank, individually or as Trustee. The foregoing indemnity and hold harmless agreement shall inure to the benefit of all officers, directors and controlling persons outstanding balance of the Bank, individually Credits and as Trusteebear interest at the interest rate until paid. (c) The agreements contained in this Section (4.11) shall survive repayment of the Credits and the termination of any other portions of this Agreement.

Indemnification of Bank. The Borrower hereby expressly acknowledges and recognizes the Borrower’s responsibility for and agrees to indemnify and hold Bank and its successors and assigns absolutely harmless from and against all costs, expenses, liabilities, losses, damages, or obligations incurred by or imposed upon or alleged to be due from Bank or its successors and assigns in connection with the assertion of: a. Any claim for brokerage, agency or finder’s fees or commissions in connection with the Loans; and b. Any claim for attorneys’, appraisal, title insurance, inspection, or other fees, costs, and expenses incurred in connection with the negotiation, closing, administration, collection or refinancing of the Loans, which arise by, through, or on behalf of the Borrower or any agent or representative of them. Without intending to limit the remedies available to Bank with respect to the enforcement of its indemnification rights as stated herein related to the claims described in 9.03 (a) The and (b) above, in the event any claim or demand is made or any other fact comes to the attention of Bank in connection with, relating or pertaining to, or arising out of claims described in 9.03 (including its agents a) and employees) shall be indemnified by(b), and receive reimbursement fromwhich Bank reasonably believes might involve or lead to some liability of Bank, the Trust EstateBorrower will, against immediately upon receipt of written notification of any such claim or demand, assume in full the personal responsibility for and from the defense of any such claim or demand and all pay in connection therewith any loss, damage, deficiency, liability, expenseor obligation, claimincluding, damage or loss (including reasonable without limitation, legal fees and expenses) court costs incurred in connection therewith. In the event of court action in connection with any such claim or demand, the Borrower will assume in full the responsibility for the defense of any such action and will immediately satisfy and discharge any final decree or judgment rendered therein. Bank may, at its sole and uncontrolled discretion, make any payments sustained or incurred by it, individually or as Trustee, in the administration reason of any of the Trust foregoing; and the Trust Estate or any part or parts thereofBorrower will immediately repay to Bank in cash the amount of such payment, with interest thereon at the maximum rate of interest permitted by applicable law from the date of such payment, or in the doing of any act done or performed or omission occurring on account of its being Trusteeevent no such maximum rate exists, except (1) such liability, expense, claim, damage or loss arising from the Trustee’s negligence, bad faith or fraud and then at a rate equal to two percent (2%) above the Prime Rate, as defined above. Bank will have the right to implead the Borrower as a party defendant in any loss resulting from legal action brought against Bank, and the Trustee’s expenses (direct or indirect) in carrying out Borrower hereby consents to the administrative tasks required hereunder exceeding entry of an order making the compensation and reimbursement provided for pursuant to Sections 7.04 and 7.05 hereof. The Trustee shall have Borrower a lien upon the Trust Estate to secure it for such indemnification and reimbursement and for compensation to be paid to it. Except as provided in Section 3.08 hereof, neither the Trustee nor any agent or employee of the Trustee shall be entitled party defendant to any reimbursement or indemnification from any Unit Holder for any liability, expense, claim, damage or loss incurred by the Trustee or any such agent or employee; and the rights of the Trustee or any agent or employee of the Trustee to reimbursement and indemnification, if any, shall be limited solely to the Trust Estate whether or not such reimbursement and indemnification shall be insufficient fully to reimburse or indemnify the Trustee or any such agent or employee. The Bank shall be entitled to indemnity by and reimbursement from the Trust Estate for any liability imposed upon it for failure to comply with the provisions of Section 7.02 hereof without regard to the limitations set forth in clause (1) of this Section 7.03(a)action. (b) The Company will indemnify and hold the Bank, individually and as Trustee, harmless from and against any losses, claims, damages or liabilities to which the Bank, individually or as Trustee, may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Bank, individually and as Trustee, for any legal or other expenses reasonably incurred by the Bank, individually and as Trustee, in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or such amendment or supplement in reliance upon and in conformity with information furnished to the Company by the Bank, individually or as Trustee. The foregoing indemnity and hold harmless agreement shall inure to the benefit of all officers, directors and controlling persons of the Bank, individually and as Trustee.

Indemnification of Bank. (a) The Bank (including its agents and employees) shall be indemnified by, and receive reimbursement from, the Trust Estate, against and from any and all liability, expense, claim, damage or loss (including reasonable legal fees and expenses) incurred by it, individually or as Trustee, in the administration of the Trust and the Trust Estate or any part or parts thereof, or in the doing of any act done or performed or omission occurring on account of its being Trustee, except except (1) such liability, expense, claim, damage or loss arising from the Trustee’s negligence, bad faith or fraud and (2) any loss resulting from the Trustee’s expenses (direct or indirect) in carrying out the administrative tasks required hereunder exceeding the compensation and reimbursement provided for pursuant to Sections 7.04 and 7.05 hereof. The Trustee shall have a lien upon the Trust Estate to secure it for such indemnification and reimbursement and for compensation to be paid to it. Except as provided in Section 3.08 hereof, neither the Trustee nor any agent or employee of the Trustee shall be entitled to any reimbursement or indemnification from any Unit Holder for any liability, expense, claim, damage or loss incurred by the Trustee or any such agent or employee; and the rights of the Trustee or any agent or employee of the Trustee to reimbursement and indemnification, if any, shall be limited solely to the Trust Estate whether or not such reimbursement and indemnification shall be insufficient fully to reimburse or indemnify the Trustee or any such agent or employee. The Bank shall be entitled to indemnity by and reimbursement from the Trust Estate for any liability imposed upon it for failure to comply with the provisions of Section 7.02 hereof without regard to the limitations set forth in clause (1) of this Section 7.03(a). (b) The Company will indemnify and hold the Bank, individually and as Trustee, harmless from and against any losses, claims, damages or liabilities to which the Bank, individually or as Trustee, may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Bank, individually and as Trustee, for any legal or other expenses reasonably incurred by the Bank, individually and as Trustee, in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or such amendment or supplement in reliance upon and in conformity with information furnished to the Company by the Bank, individually or as Trustee. The foregoing indemnity and hold harmless agreement shall inure to the benefit of all officers, directors and controlling persons of the Bank, individually and as Trustee.

Indemnification of Bank. (a) The Borrower agrees to indemnify, defend and hold Bank (including and BANK ONE CORPORATION, or any of its agents and employees) shall be indemnified bysubsidiaries or affiliates or their successors, and receive reimbursement fromeach of their respective shareholders, directors, officers, employees and agents (collectively the Trust Estate, against and "Indemnified Persons") harmless from any and all liabilityobligations, expenseclaims, claimliabilities, damage losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or loss nature (including reasonable legal fees and expensesincluding, without limitation, any Indemnified Person's attorneys' fees) (collectively the "Claims") which may be imposed upon, incurred by it, individually or as Trustee, in the administration of the Trust and the Trust Estate or assessed against any part or parts thereof, or in the doing of any act done or performed or omission occurring on account of its being Trustee, except Indemnified Person (1) such liability, expense, claim, damage or loss arising from the Trustee’s negligence, bad faith or fraud and (2) any loss resulting from the Trustee’s expenses (direct or indirect) in carrying out the administrative tasks required hereunder exceeding the compensation and reimbursement provided for pursuant to Sections 7.04 and 7.05 hereof. The Trustee shall have a lien upon the Trust Estate to secure it for such indemnification and reimbursement and for compensation to be paid to it. Except as provided in Section 3.08 hereof, neither the Trustee nor any agent or employee of the Trustee shall be entitled to any reimbursement or indemnification from any Unit Holder for any liability, expense, claim, damage or loss incurred by the Trustee or any such agent or employee; and the rights of the Trustee or any agent or employee of the Trustee to reimbursement and indemnification, if any, shall be limited solely to the Trust Estate whether or not such reimbursement and indemnification shall be insufficient fully to reimburse or indemnify the Trustee or caused by any such agent or employee. The Bank shall be entitled to indemnity by and reimbursement from the Trust Estate for any liability imposed upon it for failure to comply with the provisions of Section 7.02 hereof without regard to the limitations set forth in clause (1) of this Section 7.03(a). (b) The Company will indemnify and hold the BankIndemnified Person's sole, individually and as Trustee, harmless from and against any losses, claims, damages or liabilities to which the Bank, individually or as Trustee, may become subject, under the Securities Act of 1933, as amendedconcurrent, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofcontributory negligence) arise arising out of or are based upon an untrue statement relating to this agreement; the exercise of the rights and remedies granted under this agreement (including, without limitation, the enforcement of this agreement and the defense of any Indemnified Person's action or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Bank, individually and as Trustee, for any legal or other expenses reasonably incurred by the Bank, individually and as Trustee, inaction in connection with investigating or defending this agreement); and in connection with Borrower's failure to perform all of Borrower's obligations under this agreement, except to the limited extent that the Claims against any such action Indemnified Person are proximately caused by such Indemnified Person's gross negligence or claim; provided, however, that willful misconduct. The indemnification provided for in this section shall survive the Company termination of this agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. Borrower's indemnity obligations under this section shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or such amendment or supplement in reliance upon and in conformity with information furnished to the Company way be affected by the Bankpresence or absence of covering insurance, individually or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting Borrower's assets or Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as Trusteeto which Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, Borrower, at its sole cost and expense, shall defend such Claim in Borrower's name if necessary, by the attorneys for Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. The foregoing indemnity Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend Borrower and hold harmless agreement shall inure to assist in its defense and Borrower agrees to pay the benefit fees and disbursements of all officerssuch attorneys. WITHOUT LIMITATION OF THE FOREGOING, directors and controlling persons of the BankIT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, individually and as TrusteeOBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON.