Common use of Indemnity of Trustees and Trust Agents Clause in Contracts

Indemnity of Trustees and Trust Agents. (a) Each Trustee and any Trust Agent shall be indemnified and held harmless (but only out of and to the extent of the Trust Assets with respect to any loss, liability or expense, including reasonable attorneys’ and other professionals’ fees and expenses (collectively “Trustee Claims”), arising out of or incurred in connection with (i) any of the Trust Assets (including, without limitation, any Trustee Claims relating to Lease Agreements, Leased Vehicles, consumer fraud, consumer leasing act violations, misrepresentation, deceptive and unfair trade practices, and any other claims arising in connection with any Lease Agreement, personal injury or property damage claims arising with respect to any Leased Vehicle or any claim with respect to any tax arising with respect to any Trust Asset) or (ii) such Trustee’s or Trust Agent’s acceptance or performance of the trusts and duties contained in this Agreement or any Trust Agency Agreement, with any allocation of such indemnification among the Trust Assets to be made as provided for in Section 7.1(b) hereof, provided, however, that neither a Trustee nor any Trust Agent shall be indemnified or held harmless out of the Trust Assets as to any Trustee Claim (i) for which the Settlor, a Series Servicer or any of their respective Affiliates shall be liable and shall have paid pursuant to this Agreement or a Series Servicing Agreement, (ii) incurred by reason of such Trustee’s or such Trust Agent’s willful misfeasance, bad faith or gross negligence, or (iii) incurred by reason of such Trustee’s breach of its respective representations and warranties pursuant to any Series Servicing Agreement or of Section 6.7 of this Agreement.

Indemnity of Trustees and Trust Agents. (a) Each Trustee and any Trust Agent shall be indemnified and held harmless (but only only, to the extent, if any, provided in the applicable SUBI Supplement, out of and to the extent of the Trust Assets allocated to the Portfolio for which such Trustee acts as trustee) with respect to any loss, liability or expense, including reasonable attorneys’ , and other professionals’ ' fees and expenses (collectively “Trustee "Claims”"), arising out of or incurred in connection with (ia) any of the Trust Assets (including, without limitation, any Trustee Claims relating to Lease AgreementsLeases, Leased Trust Vehicles, Fleet Receivables, misrepresentation, deceptive and unfair trade practices, consumer fraud, consumer leasing act violations, misrepresentation, deceptive and unfair trade practices, and any other claims arising in connection with any Lease AgreementLease, personal injury or property damage claims arising with respect to any Leased Vehicle Unit or any claim with respect to any tax arising with respect to any Trust Asset) or (iib) such Trustee’s 's or Trust Agent’s 's acceptance or performance of the trusts and duties contained in this Agreement or any Trust Agency Agreement, with any allocation of such indemnification among the Trust Assets to be made as provided for in Section 7.1(b) hereof, ; provided, however, that neither a Trustee nor any Trust Agent shall be indemnified or held harmless out of the Trust Assets as to any Trustee Claim (i) for which the SettlorInitial Beneficiary, a Series Servicer or any of their respective Affiliates shall be liable and shall have paid pursuant to this Agreement or a Series Servicing Agreement, (ii) incurred by reason of such Trustee’s 's or such Trust Agent’s 's willful misfeasance, bad faith or gross negligence (or, with respect to the handling or disbursement of funds, negligence), or (iii) incurred by reason of such Trustee’s Trustee Bank's breach of its respective representations and warranties pursuant to any Series Servicing Agreement or of Section 6.7 6.2 of this Agreement. The UTI Trustee shall in no event have any recourse to any SUBI Assets, including such SUBI Assets which were UTI Assets at the time a Claim against the UTI Trustee arose, and no SUBI Trustee shall have any recourse to any UTI Assets, including such UTI Assets which were SUBI Assets at the time a Claim against such SUBI Trustee arose.

Indemnity of Trustees and Trust Agents. (a) Each Trustee and any Trust Agent shall be indemnified and held harmless (but only out of and to the extent of the Trust Assets allocated to the Portfolio for which such Trustee acts as trustee) with respect to any loss, liability or expense, including reasonable attorneys’ and other professionals’ fees and expenses (collectively “Trustee Claims”), arising out of or incurred in connection with (ia) any of the Trust Assets (including, without limitation, any Trustee Claims relating to Lease AgreementsUser Leases, Leased Vehicles, consumer fraud, consumer leasing act violations, misrepresentation, deceptive and unfair trade practices, and any other claims arising in connection with any Lease AgreementUser Lease, personal injury or property damage claims arising with respect to any Leased Vehicle or any claim with respect to any tax arising with respect to any Trust Asset) or (iib) such Trustee’s or Trust Agent’s acceptance or performance of the trusts and duties contained in this Agreement or any Trust Agency Agreement, with any allocation of such indemnification among the Trust Assets to be made as provided for in Section 7.1(b) hereof, provided, however, that neither a Trustee nor any Trust Agent shall be indemnified or held harmless out of the Trust Assets as to any Trustee Claim (i) for which the SettlorInitial Beneficiary, a Series Servicer or any of their respective Affiliates shall be liable and shall have paid pursuant to this Agreement or a Series Servicing Agreement, (ii) incurred by reason of such Trustee’s or such Trust Agent’s willful misfeasance, bad faith or gross negligence, or (iii) incurred by reason of such TrusteeTrustee Bank’s breach of its respective representations and warranties pursuant to any Series Servicing Agreement or of Section 6.7 of this Agreement. The UTI Trustee shall in no event have any recourse to any SUBI Assets, including such SUBI Assets which were UTI Assets at the time a Claim against the UTI Trustee arose, and no SUBI Trustee shall have any recourse to any UTI Assets or any Trust Assets allocated to any other SUBI.

Indemnity of Trustees and Trust Agents. (a) Each Trustee and any Trust Agent shall be indemnified and held harmless (but only out of and to the extent of the Trust Assets allocated to the Portfolio for which such Trustee acts as trustee) with respect to any loss, liability liability, claim, action, suit, cost or expense, including reasonable attorneys’ and other professionals’ fees and expenses expenses, of any kind and nature whatsoever (collectively “Trustee Claims”), arising out of or incurred in connection with (ia) any of the Trust Assets (including, without limitation, any Trustee Claims relating to Lease AgreementsUser Leases, Leased VehiclesAssets, consumer fraud, consumer leasing act violations, misrepresentation, deceptive and unfair trade practices, and any other claims arising in connection with any Lease AgreementUser Lease, personal injury or property damage claims arising with respect to any Leased Vehicle Assets or any claim with respect to any tax arising with respect to any Trust Asset) or (iib) such Trustee’s or Trust Agent’s acceptance or performance of the trusts and duties contained in this Agreement or any Trust Agency Agreement, with any allocation of such indemnification among the Trust Assets to be made as provided for in Section 7.1(b) hereof, provided, however, that neither a Trustee nor any Trust Agent shall be indemnified or held harmless out of the Trust Assets as to any Trustee Claim (i) for which the Settlor, Initial Beneficiary a Series Servicer or any of their respective Affiliates shall be liable and shall have paid pursuant to this Agreement or a Series Servicing Agreement, (ii) incurred by reason of such Trustee’s or such Trust Agent’s willful misfeasance, bad faith or gross negligence, or (iii) incurred by reason of such TrusteeTrustee Bank’s breach of its respective representations and warranties pursuant to any Series Servicing Agreement or of Section 6.7 of this Agreement. The UTI Trustee shall in no event have any recourse to any SUBI Assets, including such SUBI Assets which were UTI Assets at the time a Claim against the UTI Trustee arose, and no SUBI Trustee shall have any recourse to any UTI Assets or any Trust Assets allocated to any other SUBI.