Common use of Indemnity and Payment of Expenses by the Lessees Clause in Contracts

Indemnity and Payment of Expenses by the Lessees. Each Lessee agrees jointly and severally to indemnify and hold harmless the Lessor and the Trustee, and each of their respective directors, officers, agents and employees (collectively, the “Indemnified Persons”), against any and all claims, demands, actions, causes of action, losses, costs, liabilities and damages of whatsoever nature, and all reasonable expenses incurred in connection therewith (including reasonable fees and disbursements of counsel), relating to or in any way arising out of: 15.1.1. the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, ownership, titling, retitling, registration, re-registration, custody by the Lessee of title and registration documents, use, non-use, misuse, operation, leasing, deficiency, defect, transportation, repair, maintenance, control or disposition (including the failure to return any Program Vehicle in accordance with the relevant Manufacturer Program) of any Vehicle leased hereunder or to be leased hereunder, including, without limitation, any such Vehicle shared with a Fleet Sharing Party. The foregoing shall include, without limitation, any liability (or any alleged liability) of the Lessor or any other Indemnified Person to any third party arising out of any of the foregoing, including, without limitation, all reasonable legal fees, costs and disbursements arising out of such liability (or alleged liability); 15.1.2. all (i) federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature, including but not limited to license, qualification, registration, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, with respect to any Vehicle or the acquisition, purchase, sale, lease, rental, use, operation, control, ownership or disposition of any Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or a Lessee with respect thereto, (ii) federal, state, local and foreign income taxes and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise as a result of its being a member of any group of corporations including any Lessee that files any tax returns on a consolidated or combined basis, and (iii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor, a Lessee or any other Indemnified Person in connection with the execution, delivery, recording or filing of this Lease or the other Related Documents or the leasing of any Vehicles hereunder and any penalties or interest with respect thereto; provided, however, that the following taxes are excluded from the indemnity provided in clauses (i) through (iii) above: (A) any franchise tax or tax on, based on, with respect to, or measured by, the net income of such Indemnified Person (including federal alternative minimum tax) other than any taxes or other charges which may be imposed as a result of any determination by a taxing authority that the Lessor is not the owner for tax purposes of the Vehicles leased hereunder or that the Lease is not a “true lease” for tax purposes or that depreciation deductions that would be available to the owner of such Vehicles are disallowed, or that the Lessor is not entitled to include the full purchase price for any such Vehicle in basis including any amounts payable in respect of interest charges, additions to tax and penalties that may be imposed, and all attorneys’ and accountants’ fees and expenses and all other fees and expenses that may be incurred in defending against or contesting any such determination; and (B) any tax with respect to any Vehicle leased by a Lessee hereunder or any transaction relating to such Vehicle to the extent it covers any period beginning after the earlier of (A) the discharge in full of such Lessee’s obligation to pay Monthly Base Rent, Monthly Variable Rent and any other amount payable hereunder with respect to such Vehicle or (B) the expiration or other termination of this Agreement with respect to such Vehicle, unless such tax accrues in respect of any period during which such Lessee holds over such Vehicle; 15.1.3. any violation by a Lessee of this Lease or of any Related Documents to which a Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle or any action or transaction by a Lessee with respect thereto or pursuant to this Lease; 15.1.4. all costs, fees, expenses, damages, claims and liabilities (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel) in connection with, or arising out of, any claim made by any third party against the Lessor or the Trustee (with respect to the Trustee only if it has first sought to receive indemnity otherwise available to it under any of the Related Documents from any Person with respect to such costs, fees, expenses, damages, claims and liabilities and only to the extent that it has not otherwise been compensated in full for such costs, fees, expenses, damages, claims and liabilities) arising out of or in connection with the Related Documents (including, without limitation, in connection with any audit or investigation conducted by a Manufacturer under its Manufacturer Program). All obligations provided for in this Section 15 shall survive any termination of this Lease, and, to the extent that any of such obligations are unenforceable for any reason, each Lessee agrees to the payment and satisfaction of each such obligation which is permissible under applicable law. Notwithstanding the foregoing, the Lessees shall have no duty to indemnify any Indemnified Person for any claim, demand, liability, cost, or expense to the extent such claim, demand, liability, cost or expense arises out of or is due to such Person’s gross negligence or willful misconduct.

Indemnity and Payment of Expenses by the Lessees. Each Lessee agrees jointly and severally to indemnify and hold harmless the Lessor and the Trustee, and each of their respective Lessor's directors, officers, agents and employees (collectively, together with the “Persons subject to indemnity under Section 15.2, the "Indemnified Persons”), ") against any and all claims, demands, actions, causes of action, losses, costs, liabilities and damages of whatsoever nature, and all reasonable expenses incurred in connection therewith (including reasonable fees and disbursements of counsel), relating to or in any way arising out of: Section 15.1.1. the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, ownership, titling, retitling, registration, re-registration, custody by the Lessee of title and registration documents, use, non-use, misuse, operation, leasing, deficiency, defect, transportation, repair, maintenance, control or disposition (including the failure to return any Program Vehicle in accordance with the relevant Manufacturer Program) of any Vehicle leased hereunder or to be leased hereunder, including, without limitation, any such Vehicle shared with a Fleet Sharing Party. The foregoing shall include, without limitation, any liability (or any alleged liability) of the Lessor or any other Indemnified Person to any third party arising out of any of the foregoing, including, without limitation, all reasonable legal fees, costs and disbursements arising out of such liability (or alleged liability); Section 15.1.2. all (i) federal, state, county, municipal, foreign or other fees and taxes of whatsoever naturenature (other than income taxes on the taxable net income attributable to the Lessor and any franchise taxes), including but not limited to license, qualification, registration, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, with respect to any Series 1997 Vehicle or the acquisition, purchase, sale, lease, rental, use, operation, control, ownership or disposition of any Series 1997 Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or a Lessee with respect thereto, (ii) federal, state, local and foreign income taxes and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise as a result of its being a member of any group of corporations including any the Lessee that files file any tax returns on a consolidated or combined basisbasis (other than with respect to income tax on the Lessor's own income), and (iii) documentary, stamp, filing, recording, mortgage or other taxes (other than income taxes), if any, which may be payable by the Lessor, a Lessee or any other Indemnified Person in connection with the execution, delivery, recording or filing of this Lease or the other Related Documents or the leasing of any Series 1997 Vehicles hereunder and any penalties or interest with respect thereto; provided, however, that the following taxes are excluded from the indemnity provided in clauses (i) through (iii) above: (A) any franchise tax or tax on, based on, with respect to, or measured by, the net income of such Indemnified Person (including federal alternative minimum tax) other than any taxes or other charges which may be imposed as a result of any determination by a taxing authority that the Lessor is not the owner for tax purposes of the Vehicles leased hereunder or that the Lease is not a “true lease” for tax purposes or that depreciation deductions that would be available to the owner of such Vehicles are disallowed, or that the Lessor is not entitled to include the full purchase price for any such Vehicle in basis including any amounts payable in respect of interest charges, additions to tax and penalties that may be imposed, and all attorneys’ and accountants’ fees and expenses and all other fees and expenses that may be incurred in defending against or contesting any such determination; and (B) any tax with respect to any Vehicle leased by a Lessee hereunder or any transaction relating to such Vehicle to the extent it covers any period beginning after the earlier of (A) the discharge in full of such Lessee’s obligation to pay Monthly Base Rent, Monthly Variable Rent and any other amount payable hereunder with respect to such Vehicle or (B) the expiration or other termination of this Agreement with respect to such Vehicle, unless such tax accrues in respect of any period during which such Lessee holds over such Vehicle; Section 15.1.3. any violation by a Lessee of this Lease or of any Related Documents to which a Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Series 1997 Vehicle or any action or transaction by a Lessee with respect thereto or pursuant to this Lease; Section 15.1.4. all costs, fees, expenses, damages, claims and liabilities reasonable out-of-pocket costs of the Lessor (including, without limitation, including the reasonable fees and out-of-pocket expenses of counselcounsel for the Lessor) in connection with, or arising out of, any claim made by any third party against the Lessor or the Trustee (with respect to the Trustee only if it has first sought to receive indemnity otherwise available to it under any of the Related Documents from any Person with respect to such costs, fees, expenses, damages, claims and liabilities and only to the extent that it has not otherwise been compensated in full for such costs, fees, expenses, damages, claims and liabilities) arising out of or in connection with the execution, delivery and performance of this Lease and the other Related Documents (Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, all fees payable in connection with any audit or investigation conducted by a Manufacturer Enhancement for the benefit of the Series 1997 Variable Funding Noteholders, any and all fees of the Servicers under its Manufacturer Program). All obligations provided for in this Section 15 shall survive any termination of this Lease, and, the Indenture (to the extent that any of such obligations are unenforceable for any reason, each Lessee agrees attributable to the payment Series 1997 Variable Funding Notes), fees payable to the Rating Agencies in connection with their rating of the Commercial Paper Notes and satisfaction any underwriting or placement agency fees incurred in connection with the sale of each such obligation which is permissible under applicable lawthe Series 1997 Variable Funding Notes or Commercial Paper Notes; Section 15.1. Notwithstanding 5. all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the foregoingLessor, the Lessees shall have no duty to indemnify Master Collateral Agent, the Trustee, the Series 1997 Variable Funding Noteholders or, if any, other Noteholders of Shared Collateral Series Notes in connection with the administration (other than overhead expenses), enforcement, waiver or amendment of this Lease and any Indemnified Person for any claimother Related Documents, demand, liability, cost, or expense to and all indemnification and reimbursement obligations of the extent such claim, demand, liability, cost or expense arises out of or is due to such Person’s gross negligence or willful misconduct.Lessor under the Related Documents; and

Indemnity and Payment of Expenses by the Lessees. Each Lessee agrees jointly and severally to indemnify and hold harmless the Lessor and the Trustee, and each of their respective Lessor's directors, officers, agents and employees (collectively, together with the “Persons subject to indemnity under Section 15.2, the "Indemnified Persons”), ") against any and all claims, demands, actions, causes of action, losses, costs, liabilities and damages of whatsoever nature, and all reasonable expenses incurred in connection therewith (including reasonable fees and disbursements of counsel), relating to or in any way arising out of: Section 15.1.1. the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, ownership, titling, retitling, registration, re-registration, custody by the Lessee of title and registration documents, use, non-use, misuse, operation, leasing, deficiency, defect, transportation, repair, maintenance, control or disposition (including the failure to return any Program Vehicle in accordance with the relevant Manufacturer Program) of any Vehicle leased hereunder or to be leased hereunder, including, without limitation, any such Vehicle shared with a Fleet Sharing Party. The foregoing shall include, without limitation, any liability (or any alleged liability) of the Lessor or any other Indemnified Person to any third party arising out of any of the foregoing, including, without limitation, all reasonable legal fees, costs and disbursements arising out of such liability (or alleged liability); Section 15.1.2. all (i) federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature, including but not limited to license, qualification, registration, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, with respect to any Vehicle or the acquisition, purchase, sale, lease, rental, use, operation, control, ownership or disposition of any Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or a Lessee with respect thereto, (ii) federal, state, local and foreign income taxes and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise as a result of its being a member of any group of corporations including any Lessee that files any tax returns on a consolidated or combined basis, and (iii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor, a Lessee or any other Indemnified Person in connection with the execution, delivery, recording or filing of this Lease or the other Related Documents or the leasing of any Vehicles hereunder and any penalties or interest with respect thereto; provided, however, that the following taxes are excluded from the indemnity provided in clauses (i) through (iii) above: (A) any franchise tax or tax on, based on, with respect to, or measured by, by the net income of such Indemnified Person (including federal alternative minimum tax) other than any taxes or other charges which may be imposed as a result of any determination by a taxing authority that the Lessor is not the owner for tax purposes of the Acquired Vehicles leased hereunder or that the Operating Lease is not a “"true lease” " for tax purposes or that depreciation deductions that would be available to the owner of such Acquired Vehicles are disallowed, or that the Lessor is not entitled to include the full purchase price for any such Vehicle in basis including any amounts payable in respect of interest charges, additions to tax and penalties that may be imposed, and all attorneys’ ' and accountants’ ' fees and expenses and all other fees and expenses that may be incurred in defending against or contesting any such determination; and (B) any tax with respect to any Acquired Vehicle leased by a Lessee hereunder or any transaction relating to such Acquired Vehicle to the extent it covers any period beginning after the earlier of (A) the discharge in full of such Lessee’s 's obligation to pay Monthly Base Rent, Monthly Variable Rent and any other amount payable hereunder with respect to such Acquired Vehicle or (B) the expiration or other termination of this Agreement with respect to such Acquired Vehicle, unless such tax accrues in respect of any period during which such Lessee holds over such Acquired Vehicle; Section 15.1.3. any violation by a Lessee of this Lease or of any Related Documents to which a Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle or any action or transaction by a Lessee with respect thereto or pursuant to this Lease; Section 15.1.4. all costs, fees, expenses, damages, claims damages and liabilities (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel) in connection with, or arising out of, any claim made by any third party against the Lessor or the Trustee (with respect to the Trustee only if it has first sought to receive indemnity otherwise available to it under for any of the Related Documents from any Person with respect to such costs, fees, expenses, damages, claims and liabilities and only to the extent that it has not otherwise been compensated in full for such costs, fees, expenses, damages, claims and liabilities) arising out of or in connection with the Related Documents reason (including, without limitation, in connection with any audit or investigation conducted by a Manufacturer under its Manufacturer Program). All obligations provided for in this Section 15 shall survive any termination of this Lease, and, to the extent that any of such obligations are unenforceable for any reason, each Lessee agrees to the payment and satisfaction of each such obligation which is permissible under applicable law. Notwithstanding the foregoing, the Lessees shall have no duty to indemnify any Indemnified Person for any claim, demand, liability, cost, or expense to the extent such claim, demand, liability, cost or expense arises out of or is due to such Person’s 's gross negligence or willful misconduct.