Common use of Indemnity of Trustee Clause in Contracts

Indemnity of Trustee. The Company and the Bank (the "Indemnifying Parties") hereby jointly and severally indemnify and hold the Trustee harmless from and against any Liabilities (as defined in Section 9.2) to which the Trustee may become subject pursuant to, arising out of, occasioned by, or incurred in connection with or in any way associated with this Trust Agreement, unless such Liabilities result or arise from any act or omission constituting gross negligence or willful misconduct of the Trustee. If one or more Liabilities shall arise and the Indemnifying Parties fail to indemnify the Trustee as provided herein, then the Trustee may engage counsel of the Trustee's choice at the expense of the Indemnifying Parties, provided such expenses are reasonable; and provided further, the Trustee shall be entitled either to conduct the defense against such Liabilities or to conduct such actions as may be necessary to obtain the indemnity provided for herein, or to take both such actions. The Trustee shall notify the Indemnifying Parties of the name and address of such counsel before the Trustee has so engaged such counsel. If the Trustee shall be entitled to indemnification by the Indemnifying Parties, pursuant to this Section 9.1, as determined by a court of competent jurisdiction and the Indemnifying Parties shall not provide such indemnification upon demand, the Trustee may apply assets of the Trust Fund in full satisfaction of the obligations for indemnity by the Indemnifying Parties, and any legal proceeding by the Trustee against the Indemnifying Parties for such indemnification shall be in behalf of the Trust.

Indemnity of Trustee. The Company hereby indemnifies and the Bank (the "Indemnifying Parties") hereby jointly and severally indemnify and hold holds the Trustee harmless from and against any Liabilities and all losses, damages, costs, expenses or liabilities (as defined in Section 9.2) herein, "LIABILITIES"), including reasonable attorneys' fees and other costs of litigation, to which the Trustee may become subject pursuant to, arising out of, occasioned by, or incurred in connection with or in any way associated with this Trust Agreement, unless such Liabilities result including the acts or arise from omissions of other fiduciaries, except for any act or omission constituting gross negligence or willful misconduct of the Trustee. If one or more Liabilities shall arise and arise, or if the Indemnifying Parties fail Company fails to indemnify the Trustee as provided herein, or both, then the Trustee may engage counsel of the Trustee's choice choice, but at the expense of the Indemnifying PartiesCompany's expense, provided such expenses are reasonable; and provided further, the Trustee shall be entitled either to conduct the defense against such Liabilities or to conduct such actions as may be necessary to obtain the indemnity provided for herein, or to take both such actions. The Trustee shall notify the Indemnifying Parties Company within fifteen days after the Trustee has so engaged counsel of the name and address of such counsel before the Trustee has so engaged such counsel. If the Trustee shall be entitled to indemnification by the Indemnifying Parties, Company pursuant to this Section 9.1, as determined by a court of competent jurisdiction Article VII and the Indemnifying Parties Company shall not provide such indemnification upon demand, the Trustee may apply assets of the Trust Fund in full satisfaction of the obligations for indemnity by the Indemnifying PartiesCompany, and any legal proceeding by the Trustee against the Indemnifying Parties Company for such indemnification shall be in on behalf of the Trust.

Indemnity of Trustee. (a) The Company Issuer agrees to pay, and the Bank (the "Indemnifying Parties") hereby jointly and severally to indemnify and hold the Trustee harmless from against, any and against all liabilities, losses, damages, claims or actions (including all reasonable attorneys' fees and expenses of the Trustee), of any Liabilities (as defined in Section 9.2) to which nature whatsoever incurred by the Trustee may become subject pursuant to, without willful misconduct arising out of, occasioned by, from or incurred in connection with its performance or in observance of any way associated with this Trust Agreement, unless such Liabilities result covenant or arise from any act condition on its part to be observed or omission constituting gross negligence or willful misconduct of performed under the Trustee. If one or more Liabilities shall arise and the Indemnifying Parties fail to indemnify the Trustee as provided herein, then the Trustee may engage counsel of the Trustee's choice at the expense of the Indemnifying Parties, provided such expenses are reasonable; and provided further, Financing Documents. (b) The Issuer hereby agrees that the Trustee shall not incur any liability to the Issuer, and shall be entitled either to conduct the defense indemnified against such Liabilities all liabilities, in exercising or to conduct such actions as may be necessary to obtain the indemnity provided for hereinrefraining from asserting, maintaining or to take both such actions. The Trustee shall notify the Indemnifying Parties exercising any right, privilege or power of the name and address of such counsel before Trustee under the Financing Documents if the Trustee has so engaged such counsel. is acting in good faith and without willful misconduct or in reliance upon a written request by the Issuer. (c) If the Trustee shall be entitled obligated to indemnification by the Indemnifying Partiespay any claim, pursuant to liability or loss, and if in accordance with all applicable provisions of this Section 9.1the Issuer shall be obligated to indemnify and hold the Trustee harmless against such claim, as determined by a court of competent jurisdiction and the Indemnifying Parties shall not provide liability or loss, then, in such indemnification upon demandcase, the Trustee Issuer shall have a primary obligation to pay such claim, liability or loss on behalf of such indemnifiable party and may apply assets not defer discharge of its indemnity obligation hereunder until such indemnifiable party shall have first paid such claim, liability or loss and thereby incurred actual loss. (d) The covenants of indemnity contained in this Section shall survive the Trust Fund termination of this Indenture with respect to events or occurrences happening prior to or upon the termination of this Indenture and shall remain in full satisfaction force and effect until the commencement of the obligations for indemnity by the Indemnifying Parties, and an action with respect to any legal proceeding by the Trustee against the Indemnifying Parties for such indemnification event or occurrence shall be in behalf of the Trustprohibited by law.

Indemnity of Trustee. (a) The Company Issuer agrees to pay, and the Bank (the "Indemnifying Parties") hereby jointly and severally to indemnify and hold the Trustee harmless from against, any and against all liabilities, losses, damages, claims or actions (including all reasonable attorneys' fees and expenses of the Trustee), of any Liabilities (as defined in Section 9.2) to which nature whatsoever incurred by the Trustee may become subject pursuant to, arising out of, occasioned by, or incurred acting in connection with or in any way associated with this Trust Agreement, unless such Liabilities result or arise from any act or omission constituting good faith and without gross negligence or willful misconduct arising from or in connection with its performance or observance of any covenant or condition on its part to be observed or performed under the Trustee. If one or more Liabilities shall arise and the Indemnifying Parties fail to indemnify the Trustee as provided herein, then the Trustee may engage counsel of the Trustee's choice at the expense of the Indemnifying Parties, provided such expenses are reasonable; and provided further, Financing Documents. (b) The Issuer hereby agrees that the Trustee shall not incur any liability to the Issuer, and shall be entitled either to conduct the defense indemnified against such Liabilities all liabilities, in exercising or to conduct such actions as may be necessary to obtain the indemnity provided for hereinrefraining from asserting, maintaining or to take both such actions. The Trustee shall notify the Indemnifying Parties exercising any right, privilege or power of the name and address of such counsel before Trustee under the Financing Documents if the Trustee has so engaged such counsel. is acting in good faith and without gross negligence or willful misconduct or in reliance upon a written request by the Issuer. (c) If the Trustee shall be entitled obligated to indemnification by the Indemnifying Partiespay any claim, pursuant to liability or loss, and if in accordance with all applicable provisions of this Section 9.1the Issuer shall be obligated to indemnify and hold the Trustee harmless against such claim, as determined by a court of competent jurisdiction and the Indemnifying Parties shall not provide liability or loss, then, in such indemnification upon demandcase, the Trustee may apply assets of the Trust Fund in full satisfaction of the obligations for indemnity by the Indemnifying PartiesIssuer shall have a primary obligation to pay such claim, and any legal proceeding by the Trustee against the Indemnifying Parties for such indemnification shall be in liability or loss on behalf of the Trustsuch indemnifiable party and may not defer discharge of its indemnity obligation hereunder until such indemnifiable party shall have first paid such claim, liability or loss and thereby incurred actual loss.

Indemnity of Trustee. The Company Trustee and it agents and employees shall be indemnified by the Bank (the "Indemnifying Parties") hereby jointly Servicer and severally indemnify and hold the Trustee held harmless from and against any Liabilities loss, liability, or expense (as defined in Section 9.2including reasonable attorneys, fees and expenses and expenses of litigation) to which the Trustee may become subject pursuant to, arising out of, occasioned by, of or incurred in connection with the acceptance or performance of the trusts and duties contained in any way associated with this Trust AgreementAgreement to the extent that (i) such loss, unless such Liabilities result liability, or arise from any act or omission constituting gross negligence or willful misconduct expense shall not have been incurred by reason of the Trustee. If one 's wilful misfeasance, bad faith, or more Liabilities negligence, and (ii) such loss, liability, or expense shall arise not have been incurred by reason of the Trustee's breach of its representations and warranties pursuant to Section 10.13; provided, however, that the Indemnifying Parties fail obligations of the Servicer in this Section 10.7 shall survive such Servicer's termination with respect to the performance of such Servicer prior to such Servicer's termination; provided, further, that if the Servicer fails to indemnify the Trustee as provided herein, then the Trustee may engage counsel of the Trustee's choice at the expense of the Indemnifying Parties, provided such expenses are reasonable; and provided further, the Trustee shall be entitled either to conduct the defense against such Liabilities or to conduct such actions as may be necessary to obtain the indemnity provided for herein, or to take both such actions. The Trustee shall notify the Indemnifying Parties of the name its agents and address of such counsel before the Trustee has so engaged such counsel. If the Trustee shall be entitled to indemnification by the Indemnifying Parties, employees pursuant to this Section 9.110.7, as determined by a court of competent jurisdiction then such indemnity shall be provided from amounts distributable to the Seller from the Reserve Account pursuant to Section 5.6(e) (other than Investment Earnings) after all payments required to be made on such date to the Servicer and the Indemnifying Parties Certificateholders shall not provide have been made and any amounts required to be retained therein to maintain the amount on deposit in the Reserve Account (exclusive of Investment Earnings) in an amount equal to the Specified Reserve Account Balance on such indemnification upon demand, date shall have been retained. The provisions of this Section 10.7 shall survive the Trustee may apply assets termination of this Agreement and the resignation or removal of the Trust Fund in full satisfaction of the obligations for indemnity by the Indemnifying Parties, and any legal proceeding by the Trustee against the Indemnifying Parties for such indemnification shall be in behalf of the TrustTrustee.

Indemnity of Trustee. (a) The Company Corporation shall pay to the Trustee from time to time compensation for its services hereunder as agreed separately by the Corporation and the Bank (the "Indemnifying Parties") hereby jointly Trustee, and severally indemnify and hold shall pay or reimburse the Trustee upon its request for all expenses, disbursements and advances reasonably incurred or made by the Trustee in the administration or execution of its duties under this Indenture (including the reasonable and documented compensation and disbursements of its Counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Trustee under this Indenture shall be finally and fully performed. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. (b) The Corporation hereby indemnifies and saves harmless the Trustee and each of its directors, officers, shareholders, representatives and employees (collectively, the “Indemnified Parties”) from and against any Liabilities and all loss, damages, charges, expenses, claims, demands, actions or liability whatsoever (collectively, “Claims”) which may be brought against any of the Indemnified Parties or which any of them may suffer or incur as defined in Section 9.2) to which the Trustee may become subject pursuant to, a result of or arising out of, occasioned by, or incurred in connection with or in any way associated with this Trust Agreement, unless such Liabilities result or arise from any act or omission constituting gross negligence or willful misconduct of the performance of the Trustee’s duties and obligations hereunder provided that the Trustee complies with Section 12.3. If one This indemnity will survive the termination or more Liabilities shall arise discharge of this Indenture and the Indemnifying Parties fail to indemnify the Trustee as provided herein, then the Trustee may engage counsel resignation or removal of the Trustee's choice at the expense of the Indemnifying Parties, provided such expenses are reasonable; and provided further, the Trustee shall be entitled either to conduct the defense against such Liabilities or to conduct such actions as may be necessary to obtain the indemnity provided for herein, or to take both such actions. The Trustee shall notify the Indemnifying Parties Corporation promptly of any claim for which it may seek indemnity. The Corporation shall defend the name claim and address of such counsel before the Trustee has so engaged such counsel. If the Trustee shall be entitled to indemnification by co- operate in the Indemnifying Parties, pursuant to this Section 9.1, as determined by a court of competent jurisdiction defence. The Trustee may have separate counsel and the Indemnifying Parties Corporation shall pay the reasonable fees and expenses of such Counsel. The Corporation need not provide such indemnification upon demandpay for any settlement made without its consent, which consent must not be unreasonably withheld. This indemnity shall survive the resignation or removal of the Trustee may apply assets or the discharge of the Trust Fund in full satisfaction of the obligations for indemnity by the Indemnifying Parties, and this Indenture. (c) The Corporation need not reimburse any legal proceeding expense or indemnify against any loss or liability incurred by the Trustee against the Indemnifying Parties for such indemnification shall be through its gross negligence, wilful misconduct or failure to act honestly or in behalf of the Trustgood faith.

Indemnity of Trustee. The Company Trustee and it agents and employees shall be indemnified by the Bank (the "Indemnifying Parties") hereby jointly Servicer and severally indemnify and hold the Trustee held harmless from and against any Liabilities loss, liability, or expense (as defined in Section 9.2including reasonable attorneys' fees and expenses and expenses of litigation) to which the Trustee may become subject pursuant to, arising out of, occasioned by, of or incurred in connection with the acceptance or performance of the trusts and duties contained in any way associated with this Trust AgreementAgreement to the extent that (i) such loss, unless such Liabilities result liability, or arise from any act or omission constituting gross negligence or willful misconduct expense shall not have been incurred by reason of the Trustee. If one 's wilful misfeasance, bad faith, or more Liabilities negligence, and (ii) such loss, liability, or expense shall arise not have been incurred by reason of the Trustee's breach of its representations and warranties pursuant to Section 10.13; provided, however, that the Indemnifying Parties fail obligations of the Servicer in this Section 10.7 shall survive such Servicer's termination with respect to the performance of such Servicer prior to such Servicer's termination; provided, further, that if the Servicer fails to indemnify the Trustee as provided herein, then the Trustee may engage counsel of the Trustee's choice at the expense of the Indemnifying Parties, provided such expenses are reasonable; and provided further, the Trustee shall be entitled either to conduct the defense against such Liabilities or to conduct such actions as may be necessary to obtain the indemnity provided for herein, or to take both such actions. The Trustee shall notify the Indemnifying Parties of the name 77 its agents and address of such counsel before the Trustee has so engaged such counsel. If the Trustee shall be entitled to indemnification by the Indemnifying Parties, employees pursuant to this Section 9.110.7, as determined by a court of competent jurisdiction then such indemnity shall be provided from amounts distributable to the Seller from the Reserve Account pursuant to Section 5.6(e) (other than Investment Earnings) after all payments required to be made on such date to the Servicer and the Indemnifying Parties Certificateholders shall not provide have been made and any amounts required to be retained therein to maintain the amount on deposit in the Reserve Account (exclusive of Investment Earnings) in an amount equal to the Specified Reserve Account Balance on such indemnification upon demand, date shall have been retained. The provisions of this Section 10.7 shall survive the Trustee may apply assets termination of this Agreement and the resignation or removal of the Trust Fund in full satisfaction of the obligations for indemnity by the Indemnifying Parties, and any legal proceeding by the Trustee against the Indemnifying Parties for such indemnification shall be in behalf of the TrustTrustee.

Indemnity of Trustee. The Company and the Bank (the "Indemnifying Parties") hereby jointly and severally indemnify and hold the Trustee harmless from and against any Liabilities (as defined in Section 9.2) to which the Trustee may become subject pursuant to, arising out of, occasioned by, or incurred in connection with or in any way associated with this Trust Agreement, including, without limitation, Liabilities to the Bank or the Company, unless such Liabilities result or arise from any act or omission constituting gross negligence or willful misconduct of the Trustee. If one or more Liabilities shall arise and the Indemnifying Parties fail to indemnify the Trustee as provided herein, then the Trustee may engage counsel of the Trustee's choice at the expense of the Indemnifying Parties, provided such expenses are reasonable; and provided further, the Trustee shall be entitled either to conduct the defense against such Liabilities or to conduct such actions as may be necessary to obtain the indemnity provided for herein, or to take both such actions. The Trustee shall notify the Indemnifying Parties of the name and address of such counsel before the Trustee has so engaged such counsel. If the Trustee shall be entitled to indemnification by the Indemnifying Parties, pursuant to this Section 9.1, as determined by a court of competent jurisdiction and the Indemnifying Parties shall not provide such indemnification upon demand, the Trustee may apply assets of the Trust Fund in full satisfaction of the obligations for indemnity by the Indemnifying Parties, and any legal proceeding by the Trustee against the Indemnifying Parties for such indemnification shall be in behalf of the Trust.legal

Indemnity of Trustee. The Company Employer hereby indemnifies and the Bank (the "Indemnifying Parties") hereby jointly and severally indemnify and hold holds the Trustee harmless from and against any Liabilities and all losses, damages, costs, expenses or liabilities (as defined in Section 9.2) herein, "Liabilities"), including reasonable attorneys' fees and other costs of litigation, to which the Trustee may become subject pursuant to, arising out of, occasioned by, or incurred in connection with or in any way associated with this Trust Agreement, unless such Liabilities result or arise from except for any act or omission constituting gross negligence or willful misconduct of the Trustee. If one or more Liabilities shall arise and arise, or if the Indemnifying Parties fail Employer fails to indemnify the Trustee as provided herein, or both, then the Trustee may engage counsel of the Trustee's choice choice, but at the expense of the Indemnifying PartiesEmployer's expense, provided such expenses are reasonable; and provided further, the Trustee shall be entitled either to conduct the defense against such Liabilities or to conduct such actions as may be necessary to obtain the indemnity provided for herein, or to take both such actions. The Trustee shall notify the Indemnifying Parties Employer within fifteen days after the Trustee has so engaged counsel of the name and address of such counsel before the Trustee has so engaged such counsel. If the Trustee shall be entitled to indemnification by the Indemnifying Parties, Employer pursuant to this Section 9.1, as determined by a court of competent jurisdiction Article VII and the Indemnifying Parties Employer shall not provide such indemnification upon demand, the Trustee may apply assets of the Trust Fund in full satisfaction of the obligations for indemnity by the Indemnifying PartiesEmployer, and any legal proceeding by the Trustee against the Indemnifying Parties Employer for such indemnification shall be in on behalf of the Trust. Notwithstanding anything contained herein, the indemnity provided in this Article VII shall survive the term of this Trust Agreement.