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 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.

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.