Indemnity by Issuer. Subject to Clause 15, the Issuer indemnifies each Agent and its directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties by the Agent under this Agreement, the US$ Note Trust Deed or the US$ Note Conditions except to the extent any losses, liabilities, costs, claims, actions, damages, expenses or demands result from any fraud, negligence or wilful default of the Agent or its directors, officers, employees or controlling persons or any of them, or breach by it of the terms of this Agreement, the US$ Note Trust Deed or the US$ Note Conditions and notwithstanding the resignation or removal of that Agent pursuant to Clause 11 or termination of this Agreement, the Currency Swap, the US$ Note Conditions or the US$ Note Trust Deed.
Indemnity by Issuer. Subject to clause 14, the Issuer undertakes to indemnify each Agent and its directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties by the Agent under this Agreement except as may result from its fraud, negligence or default or that of its directors, officers, employees or controlling persons or any of them, or breach by it of the terms of this Agreement and notwithstanding the resignation or removal of that Agent pursuant to clause 10.
Indemnity by Issuer. Subject to clause 15, the Issuer undertakes to indemnify each Note Agent and its directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties by the Note Agent under this Agreement except as may result from its fraud, negligence or wilful default or that of its directors, officers, employees or controlling persons or any of them, or breach by it of the terms of this Agreement and notwithstanding the resignation or removal of that Note Agent pursuant to clause 10.
Indemnity by Issuer. To the extent permitted by law, the Issuer will pay, and protect, indemnify and save the WLCDC (including members, directors, officials, officers, agents, attorneys and employees thereof) and the Bondholders harmless from and against, all liabilities, losses, damages, costs, expenses (including attorneys’ fees and expenses of the WLCDC), causes of actions, suits, claims, demands and judgments of any nature arising from or relating to:
Indemnity by Issuer. The Issuer shall, to the extent that funds are available therefor under the Priority of Payments, indemnify and hold harmless the Collateral Manager and its directors, officers, stockholders, members, partners, agents and employees, and its Affiliates and their trustees, directors, officers, stockholders, members, partners, agents and employees from and against any and all Liabilities (as Administrative Expenses) and shall reimburse each such Person for all Expenses (as Administrative Expenses) that are incurred in investigating, preparing, pursuing or defending any Action related to (i) the issuance of the Notes, (ii) the transactions contemplated by the Offering Circular, the Indenture or the performance of the Collateral Manager's duties under this Agreement or (iii) in respect of any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular other than Collateral Manager Information, or any omission or alleged omission to state a material fact necessary to make the statements in the Offering Circular other than Collateral Manager Information, in light of the circumstances under which they were made, not misleading; provided, however, that such Person shall not be indemnified for any Liabilities or Expenses with respect to which the Collateral Manager indemnifies the Issuer pursuant to Section 9(b) hereof. The obligations of the Issuer under this Section 9 to indemnify for any Liabilities will be payable solely out of the Assets in accordance with the Priority of Payments. Notwithstanding the foregoing and for the avoidance of doubt, the Collateral Manager will not be entitled to indemnification by the Issuer where such indemnification would not be allowed under applicable law.
Indemnity by Issuer. The Issuer shall indemnify, defend, and hold harmless from and against, and pay to the Servicer all reasonable costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the duties herein contained in accordance with the terms and conditions herein and in the Administration Agreements, except to the extent that such costs, expense, loss, claim, damage or liability: (a) shall be due to the willful misfeasance, negligence or bad faith of the Servicer; (b) relates to any tax other than the taxes with respect to which the Servicer shall be otherwise indemnified pursuant to this Agreement; (c) shall arise from the Servicer's breach of any of its representations, warranties or covenants set forth herein and in the Administration Agreements; (d) shall be one as to which the Sellers are required to indemnify the Servicer or (e) shall be amounts payable by (and not reimbursable to) the Servicer pursuant to this Agreement and the Administration Agreements. Any amounts due the Servicer pursuant to this Section 7.8 shall be payable only to the Servicer pursuant to Section 5.6(d) or 9.1(b).
Indemnity by Issuer. The Issuer undertakes to each Joint Bookrunner that if a Joint Bookrunner or any of that Joint Bookrunner's Related Parties incurs any Loss arising out of, in connection with or based on:
Indemnity by Issuer. The Issuer undertakes to the Dealer that if the Dealer or any of the Dealer's Related Parties incurs any Loss arising out of, in connection with or based on:
Indemnity by Issuer. The Issuer undertakes to the Bookrunner that if the Bookrunner or any of the Bookrunner's Related Parties incurs any Loss arising out of, in connection with or based on:
Indemnity by Issuer. The Issuer shall indemnify each of the Agents against any losses, liabilities, costs, claims, actions, demands or expenses (including, but not limited to, all costs, charges and expenses reasonably paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against it as a result of or in connection with its appointment hereunder or the exercise of its powers and duties under this Agreement except such as may result from its own negligence, wilful default or bad faith hereunder or that of its directors, officers, employees or agents.
