Common use of Indemnification of Trustee and Trust Agents Clause in Contracts

Indemnification of Trustee and Trust Agents. The Trustee (and the Trust Agent, as applicable) shall be indemnified and held harmless out of and to the extent of the Trust Assets with respect to any Loss incurred by the Trustee arising out of or incurred in connection with (i) any Trust Assets (including any Loss relating to Leases, Leased Vehicles, consumer fraud, consumer leasing act violations, misrepresentation, deceptive and unfair trade practices and any other Loss arising in connection with any Lease, personal injury or property damage Claims arising with respect to any Leased Vehicle or any Loss with respect to any Tax arising with respect to any Trust Asset) or (ii) the acceptance or performance by the Trustee of the trusts and duties contained in this Agreement or any other Trust Document, with any allocation of such indemnification among the Trust Assets to be made as provided for in Section 3.08 or in a Supplement; provided, however, that the Trustee shall not be indemnified or held harmless out of the Trust Assets as to any such Loss (i) for which the Servicer shall be liable pursuant to Section 6.02 or a corresponding section of any Supplement (unless (A) the Servicer would be entitled to reimbursement of such Loss from Trust Assets pursuant to a related Servicing Agreement or (B) the Servicer shall not have paid such Loss upon the final determination of its liability therefor), (ii) incurred by reason of the Trustee's willful misconduct, bad faith or negligence or (iii) incurred by reason of the Trustee's breach of Section 5.07(a)(i), Section 5.12 or its representations and warranties pursuant to any Servicing Agreement. To the extent that Trust Assets are employed to pay any Loss incurred by the Trustee for which the Servicer is determined to be liable pursuant to Section 6.02 or a corresponding section of any Supplement, the Trust shall be subrogated to all rights of the Trustee to recover such Loss from the Servicer.

Indemnification of Trustee and Trust Agents. The Trustee (and the Trust Agent, as applicable) shall be indemnified and held harmless out of and to the extent of the Trust Assets with respect to any Loss incurred by the Trustee arising out of or incurred in connection with (i) any Trust Assets (including any Loss relating to Leases, Leased Vehicles, consumer fraud, consumer leasing act violations, misrepresentation, misrepresentation or deceptive and unfair trade practices practices, and including any other Loss arising in connection with any Lease, relating to personal injury or property damage Claims arising with respect to any Leased Vehicle or any Loss with respect relating to any Tax arising with respect to any Trust Asset) or (ii) the acceptance or performance by the Trustee of the trusts and duties contained in this Agreement or any other Trust Document, with any allocation of such indemnification among the Trust Assets to be made as provided for in Section 3.08 3.07 or in a Supplement; provided, however, that the Trustee shall not be indemnified or held harmless out of the Trust Assets as to any such Loss (ia) for which the Servicer Administrative Agent shall be liable pursuant to Section 6.02 or a corresponding section of any Supplement (unless (A1) the Servicer Administrative Agent would be entitled to reimbursement of such Loss from Trust Assets pursuant to a related Servicing Administration Agreement or (B2) the Servicer Administrative Agent shall not have paid such Loss upon the final determination of its liability therefor), (iib) incurred by reason of the Trustee's willful misconduct, bad faith or negligence or (iiic) incurred by reason of the Trustee's breach of Section 5.07(a)(i), Section 5.12 or its representations and warranties pursuant to any Servicing Administration Agreement. To the extent that Trust Assets are employed to pay any Loss incurred by the Trustee for which the Servicer is determined to be liable pursuant to Section 6.02 or a corresponding section of any Supplement, the Trust shall be subrogated to all rights of the Trustee to recover such Loss from the Servicer.