Common use of Indemnity to Collection Account Bank Clause in Contracts

Indemnity to Collection Account Bank. Originator shall be liable as primary obligor for, and shall indemnify the Collection Account Bank and its successors, assigns, agents and servants (collectively, the "Collection Account Bank Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Collection Account Bank Indemnified Expenses") which may at any time be imposed on, incurred by, or asserted against the Collection Account Bank or any Collection Account Bank Indemnified Party in any way relating to or arising out of this Agreement, except only that Originator shall not be liable for or required to indemnify a Collection Account Bank Indemnified Party from and against Collection Account Bank Indemnified Expenses arising or resulting from the Collection Account Bank's own willful misconduct, negligence or bad faith. The indemnities contained in this Section 10.04 shall survive the resignation or termination of the Collection Account Bank or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section 10.04, the Collection Account Bank Indemnified Party's choice of legal counsel shall be subject to the approval of Originator, which approval shall not be unreasonably withheld. If any Collection Account Bank Indemnified Expenses due to any Collection Account Bank Indemnified Party as of any Remittance Date shall not have been paid by Originator, the Collection Account Bank, on behalf of such Collection Account Bank Indemnified Party, shall be entitled to receive such Collection Account Bank Indemnified Expenses from Borrower on such Remittance Date, in the priority set forth in Section 3.12(c)(xiii) or Section 3.09(m), as applicable. Any amounts paid pursuant to the immediately preceding sentence shall be payable solely in the priority set forth in Section 77 3.12(c)(xiii) or Section 3.09(m), as applicable, and shall be deemed not to be a part of the Collateral immediately after such payment.

Indemnity to Collection Account Bank. Originator TFC shall be liable as primary obligor for, and shall indemnify the Collection Account Bank and its successors, assigns, agents and servants (collectively, the "Collection Account Bank Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Collection Account Bank Indemnified Expenses") which may at any time be imposed on, incurred by, or asserted against the Collection Account Bank or any Collection Account Bank Indemnified Party in any way relating to or arising out of this Agreement, except only that Originator TFC shall not be liable for or required to indemnify a Collection Account Bank Indemnified Party from and against Collection Account Bank Indemnified Expenses arising or resulting from the Collection Account Bank's own willful misconduct, negligence or bad faith. The indemnities contained in this Section 10.04 16(d) shall survive the resignation or termination of the Collection Account Bank or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section 10.0416(d), the Collection Account Bank Indemnified Party's choice of legal counsel shall be subject to the approval of OriginatorTFC, which approval shall not be unreasonably withheld. If any Collection Account Bank Indemnified Expenses due to any Collection Account Bank Indemnified Party as of any Remittance Payment Date shall not have been paid by OriginatorTFC, the Collection Account Bank, on behalf of such Collection Account Bank Indemnified Party, shall be entitled to receive such Collection Account Bank Indemnified Expenses outstanding fees and expenses from Borrower on such Remittance Payment Date, in the priority set forth in clause seventh of Section 3.12(c)(xiii13(b) or Section 3.09(m13(c) or clause tenth of Section 12(e), as applicable. Any amounts paid pursuant to the immediately preceding sentence shall be payable solely in the priority set forth in clause seventh of Section 77 3.12(c)(xiii13(b) or Section 3.09(m13(c) or clause tenth of Section 12(e), as applicable, and shall be deemed not to be a part of the Collateral immediately after such payment. Borrower, Lender, the Collection Account Bank and TFC acknowledge that TFC's agreement to perform its obligations pursuant to Section 16(c) and this Section 16(d) is partial consideration to Lender for Lender's consent to the appointment of TFC as the initial Servicer under the Servicing Agreement.

Indemnity to Collection Account Bank. Originator shall be liable as primary obligor for, and shall indemnify the Collection Account Bank and its successors, assigns, agents and servants (collectively, the "“Collection Account Bank Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Collection Account Bank Indemnified Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Collection Account Bank or any Collection Account Bank Indemnified Party in any way relating to or arising out of this Agreement, except only that Originator shall not be liable for or required to indemnify a Collection Account Bank Indemnified Party from and against Collection Account Bank Indemnified Expenses arising or resulting from the Collection Account Bank's ’s own willful misconduct, negligence or bad faith. The indemnities contained in this Section 10.04 shall survive the resignation or termination of the Collection Account Bank or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section 10.04, the Collection Account Bank Indemnified Party's ’s choice of legal counsel shall be subject to the approval of Originator, which approval shall not be unreasonably withheld. If any Collection Account Bank Indemnified Expenses due to any Collection Account Bank Indemnified Party as of any Remittance Date shall not have been paid by Originator, the Collection Account Bank, on behalf of such Collection Account Bank Indemnified Party, shall be entitled to receive such Collection Account Bank Indemnified Expenses from Borrower on such Remittance Date, in the priority set forth in Section 3.12(c)(xiii3.12(c)(xv) or Section 3.09(m3.09(n), as applicable. Any amounts paid pursuant to the immediately preceding sentence shall be payable solely in the priority set forth in Section 77 3.12(c)(xiii3.12(c)(xv) or Section 3.09(m3.09(n), as applicable, and shall be deemed not to be a part of the Collateral immediately after such payment.