Issuer Indemnity. (a) Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Account Bank and the GIC Provider or, pursuant to Clause 7.5 (Consequences of a Note Acceleration Notice), the Security Trustee, as the case may be, against any loss, cost, damage, demand, liability charge or expense (including any Irrecoverable VAT in respect thereof) properly incurred by the Account Bank or the GIC Provider or the Security Trustee, as the case may be, in (i) complying with any instruction delivered pursuant to and in accordance with this Agreement or the Guaranteed Investment Contract and (ii) relying on any certification provided pursuant to and in accordance with this Agreement or the Guaranteed Investment Contract, save that this indemnity shall not extend to:
Issuer Indemnity. Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Swap Collateral Account Bank against all losses, liabilities, costs, claims, actions, damages, expenses (including any Irrecoverable VAT in respect thereof) or demands (together, Losses) (including, but not limited to, all properly incurred costs, legal fees, charges and expenses (including any Irrecoverable VAT in respect thereof) (together, Expenses) paid or incurred in disputing or defending any Losses) which the Swap Collateral Account Bank may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers or duties under this Agreement except to the extent that any Losses or Expenses result from the Swap Collateral Account Bank’s own wilful default, gross negligence or fraud or that of its officers, directors or employees, save that this indemnity shall not extend to any Tax imposed on or calculated by reference to the fees, charges, commissions or other remuneration of the Swap Collateral Account Bank or any such fees, charges, commissions or other remuneration (if any) of the Swap Collateral Account Bank for the operation of the Swap Collateral Account or to Taxes on income or profits of the Swap Collateral Account Bank other than as provided in this Agreement. This Clause 7.2 shall survive the termination (whether by resignation or removal) or expiry of this Agreement. For the avoidance of doubt, neither the Issuer nor Security Trustee (as applicable) shall be liable for any loss arising as a result of the wilful default, gross negligence or fraud of the Swap Collateral Account Bank.
Issuer Indemnity. (a) Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Account Bank (and, without limitation, its directors, officers and employees) against all losses, liabilities, costs, claims, actions, damages, Taxes, expenses (including any Irrecoverable VAT in respect thereof) or demands (together, Losses) (including, but not limited to, all properly incurred costs, legal fees, charges and expenses (including any Irrecoverable VAT in respect thereof) (together, Expenses) paid or incurred in disputing or defending any Losses) which the Account Bank may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers or duties under this Agreement except to the extent that any Losses or Expenses result from such Account Bank's own wilful default, gross negligence or fraud or that of its officers, directors or employees, save that this indemnity shall not extend to any Tax imposed on or calculated by reference to the fees, charges, commissions or other remuneration of the Account Bank or any such fees, charges, commissions or other remuneration (if any) of the Account Bank for the operation of the Issuer Accounts or to Taxes on income or profits of the Account Bank or to VAT or amounts in respect of VAT which, in each case, is recoverable. This Clause 7.2 shall survive the termination (whether by resignation or removal) or expiry of this Agreement. For the avoidance of doubt, neither the Issuer nor Security Trustee (as applicable) shall be liable for any loss arising as a result of the wilful default, gross negligence or fraud of the Account Bank.
Issuer Indemnity. The Issuer shall indemnify and hold harmless (the Issuer in such case, the Indemnifying Party) the Collateral Manager, its Affiliates and each of the directors, officers, stockholders, partners, members, agents and employees of the Collateral Manager or any of their respective Affiliates (such parties collectively in such case, the Indemnified Parties) from and against any and all Liabilities, and will reimburse each such Indemnified Party for all reasonable fees and expenses (including reasonable fees and expenses of counsel, accountants, auditors, record keepers, consultants and other professionals) (collectively, the Expenses) as such Expenses are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation with respect to any pending or threatened litigation (collectively, the Actions), caused by, or arising out of or in connection with, the issuance of the Securities, the transactions contemplated by the Offering Circular, dated August 24, 2004 relating to the Securities (the Offering Circular), the Indenture or this Agreement, and/or any action taken by, or any failure to act by, such Indemnified Party; provided that no Indemnified Party shall be indemnified for any Liabilities or Expenses it incurs as a result of any acts or omissions by any Indemnified Party constituting a Collateral Manager Breach. Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 5 shall be payable solely out of the Collateral in accordance with the priorities set forth in the Indenture and shall survive termination of this Agreement.
Issuer Indemnity. The Issuer shall indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except to such extent as may result from its own negligence, fraud or wilful default or that of its officers or employees.
Issuer Indemnity. To the extent authorized by law, the Issuer shall indemnify and hold harmless the Trustee against any and all loss, damage, claims, expense and liability arising out of or in connection with the acceptance of administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, the Public Library, any bondholder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent that such loss, damage, claim, expense or liability is determined by a court of competent jurisdiction to have been caused solely by Trustee’s gross negligence or willful misconduct.
