Common use of Scope of Indemnity Clause in Contracts

Scope of Indemnity. Subject to subsections 1.3, 1.8, 1.9, 2.7 and 2.8 below, the Indemnitor will, to the fullest extent permitted by law, indemnify and save harmless the Indemnitee against and from: (a) any and all charges and claims of every nature and kind whatsoever which may be brought or made by any person, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnitee in connection with the execution of the duties of the Idemnitee's office as a director and/or officer or by virtue of the Idemnitee's holding any other directorship and/or office with any other entity held at the Indemnitor's request; (b) any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities (statutory or otherwise), losses including, without limitation, the value of time spent preparing for and appearing at examinations, trials or hearings and penalties including, without limitation, the cost of appearance and representation at government inquiries or commissions, which the Indemnitee may sustain, incur or be liable for in consequence of the Idemnitee's acting as a director and/or officer of the Indemnitor or any other entity at the Indemnitor’s request, whether sustained or incurred by reason of the Idemnitee's negligence, default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Indemnitor or any of its affairs; and (c) in particular, and without in any way limiting the generality of the foregoing, any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the Indemnitee may sustain, incur or be liable for as a result of or in connection with the release of, or presence in the environment of, substances, contaminants, litter, waste, effluent, refuse, pollutants or deleterious materials and that arise out of or are in any way connected with the management, operation, activities or existence of the Indemnitor or by virtue of the Indemnitee holding any other directorship and/or office with any other entity held by the Indemnitee at the Indemnitor's request.

Scope of Indemnity. Subject The Servicer hereby agrees to subsections 1.3, 1.8, 1.9, 2.7 and 2.8 below, the Indemnitor will, to the fullest extent permitted by law, indemnify and save hold harmless the Indemnitee against and from: (a) the Master Servicer, (b) the Trustee, (c) the Trust Administrator (if applicable) and (d) the officers, directors, employees, agents and Affiliates of any of the foregoing (any of the foregoing hereinafter referred to as the "Indemnified Party"), from and against any and all charges and claims of every nature and kind whatsoever which may be brought or made by any personclaims, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnitee in connection with the execution of the duties of the Idemnitee's office as a director and/or officer or by virtue of the Idemnitee's holding any other directorship and/or office with any other entity held at the Indemnitor's request; (b) any and all costslosses, damages, expenses (including legal fees and disbursements on a full indemnity basis)liabilities, fines, liabilities settlements, awards, offsets, defenses, counterclaims, actions, penalties, forfeitures, legal fees, judgments and any other costs, fees and expenses (statutory or otherwise), losses including, without limitation, the value of time spent preparing for reasonable attorneys' fees and appearing at examinations, trials or hearings and penalties including, without limitation, the cost of appearance and representation at government inquiries or commissions, which the Indemnitee may sustain, incur or be liable for in consequence court costs) (any of the Idemnitee's acting foregoing which satisfy the criteria of this paragraph are collectively referred to as "Claims"), either directly or indirectly arising out of, based upon, or relating to (i) a director and/or officer breach by the Servicer, its officers, directors, employees, or agents, or its delegees pursuant to Section 11.2.1 hereof, of the Indemnitor any representation or warranty contained herein, or any other entity at failure to disclose any matter that makes such representation and warranty misleading or inaccurate, or any inaccuracy in material information furnished by the Indemnitor’s requestServicer regarding itself, whether sustained or incurred by reason of the Idemnitee's negligence, default, (ii) a breach of duty, breach of trustany representation or warranty made by any Indemnified Party in reliance upon any such representation or warranty, failure to exercise due diligence disclose, or otherwise inaccuracy in relation information furnished by the Servicer regarding itself, (iii) any failure of the Servicer, its officers, directors, employees, or agents, or its delegees pursuant to the Indemnitor or Section 11.2.1 hereof, to perform any of its affairs; and obligations under this Agreement in a manner in which the Servicer is not relieved from liability as described in Section 4.4.2 hereof and (civ) in particular, and without in any way limiting the generality acts or omissions of the foregoingServicer, any and all costsits officers, damagesdirectors, expenses (including legal fees and disbursements on employees, or agents, or its delegees pursuant to Section 11.2.1 hereof, in a full indemnity basis), fines, liabilities, losses and penalties manner in which the Indemnitee may sustain, incur or be liable for Servicer is not relieved from liability as a result of or described in connection Section 4.4.2 hereof. Each Indemnified Party shall cooperate with the release of, or presence Servicer in the environment of, substances, contaminants, litter, waste, effluent, refuse, pollutants or deleterious materials defense of such Claims and that arise out of or are in shall not settle any way connected with such Claim without the management, operation, activities or existence prior written consent of the Indemnitor or by virtue of the Indemnitee holding any other directorship and/or office with any other entity held by the Indemnitee at the Indemnitor's requestServicer.

Scope of Indemnity. Subject Borrower hereby agrees to subsections 1.3indemnify, 1.8save, 1.9defend (at Borrower’s sole cost and expense) and hold harmless Lender and the officers, 2.7 directors, shareholders, agents, attorneys and 2.8 belowemployees of Lender, and the Indemnitor will, successors and assigns of each of the foregoing (all of such persons or entities being collectively referred to herein as “Indemnified Parties” and each such reference shall refer jointly and severally to each such persons) from and against the fullest extent permitted by law, indemnify and save harmless the Indemnitee against and from: (a) full amount of any and all charges Losses (as hereinafter defined), regardless of the acts or omissions of Indemnified Parties except as hereinafter specifically excepted. “Losses” shall mean any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits and costs and expenses (including but not limited to all costs and expenses associated with court or administrative proceedings (through the appellate level)) such as condemnation, bankruptcy and other administrative proceedings, as well as any other of the foregoing where a proof of claim is by law required to be filed, or in which it becomes necessary to defend or uphold the terms of this Agreement, together with reasonable attorneys’ fees and other professional and consultant’s expenses incurred in investigating, preparing for, serving as a witness in or defending against any action or proceeding whether actually commenced or threatened), arising from, in respect of, as a consequence of, or in connection with, the ownership, operation or use of the Premises by the Borrower, its employees, representatives and agents, and all other persons acting on behalf of, or at the direction of, the Borrower, including, but not limited to, any of the following: (i) the presence, use, storage, disposal, processing, generation, transportation, treatment, discharge or release of any Hazardous Substances in, on, from or with respect to the Premises, regardless of whether the same is caused or permitted by Borrower or any other person or entity; (ii) the removal of any Hazardous Substances on, from or with respect to the Premises, regardless of whether the same is performed by Borrower or any other person or entity and regardless of whether or not such removal is rendered voluntarily or pursuant to a court order or the order of an administrative agency; (iii) claims of every nature and kind whatsoever which may be brought or made asserted by any personperson or entity (including, firmwithout limitation, corporation or government, or by any governmental departmentor quasi-governmental agency, body, commissionauthority, board, bureau, agency commission, department, instrumentality, public body, court or instrumentality against the Indemnitee administrative tribunal (a “Governmental Agency”)), in connection with the execution or in any way arising out of the duties presence, use, storage, disposal, processing, generation, transportation, treatment, discharge or release of any Hazardous Substances in, on, from or with respect to the Premises, either prior to or after the date of this Agreement and either prior to or after the time that Borrower became the owner of the Idemnitee's office as a director and/or officer Premises; (iv) the violation or by virtue claimed violation of any Environmental Laws in regard to the Premises, whether such violation or claimed violation occurred prior to or after the date of this Agreement and regardless of whether such violation occurred prior to or after the time that Borrower became the owner of the Idemnitee's holding Premises; (v) the preparation of an Environmental Audit on the Premises, whether conducted or authorized by Borrower or any other directorship and/or office with person or entity and the implementation of any other entity held at the Indemnitor's request; Environmental Audit’s recommendations; (bvi) any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities (statutory or otherwise), losses including, without limitation, the value of time spent preparing for and appearing at examinations, trials or hearings and penalties including, without limitation, the cost of appearance enforcing this Agreement; and representation at government inquiries or commissions, which the Indemnitee may sustain, incur or be liable for in consequence of the Idemnitee's acting as a director and/or officer of the Indemnitor or (vii) any other entity at environmental matter respecting the Indemnitor’s request, whether sustained or incurred by reason Premises. Lender may employ the attorneys and/or consultants of the Idemnitee's negligence, default, breach of duty, breach of trust, failure its choice. The foregoing shall not apply to exercise due diligence or otherwise in relation Losses resulting from Hazardous Substances brought on to the Indemnitor or Premises by any of its affairs; and (c) in particular, and without in any way limiting the generality of the foregoing, any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the Indemnitee may sustain, incur or be liable for as a result of or in connection with the release of, or presence in the environment of, substances, contaminants, litter, waste, effluent, refuse, pollutants or deleterious materials and that arise out of or are in any way connected with the management, operation, activities or existence of the Indemnitor or by virtue of the Indemnitee holding any other directorship and/or office with any other entity held by the Indemnitee at the Indemnitor's requestIndemnified Party.

Scope of Indemnity. Subject to subsections 1.31.2, 1.7, 1.8, 1.9, 2.7 and 2.8 below, the Indemnitor will, shall to the fullest extent permitted by law, possible under applicable law indemnify and save harmless the Indemnitee against and from: (a) any and all charges and claims of every nature and kind whatsoever which may be brought or made by any person, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnitee in connection with the execution of the duties of the Idemnitee's his office as a director and/or officer or by virtue of the Idemnitee's his holding any other directorship and/or office with any other entity held by the Indemnitee at the Indemnitor's ’s request; (b) any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities (statutory or otherwise), losses including, without limitation, the value of time spent preparing for and appearing at examinations, trials or hearings and penalties including, without limitation, the cost of appearance and representation at government inquiries or commissions, which the Indemnitee may sustain, incur or be liable for in consequence of the Idemnitee's his acting as a director and/or officer of the Indemnitor or any other entity at the Indemnitor’s request, whether sustained or incurred by reason of the Idemnitee's his negligence, default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Indemnitor or any of its affairs; and (c) in particular, and without in any way limiting the generality of the foregoing, any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the Indemnitee may sustain, incur or be liable for as a result of or in connection with the release of, of or presence in the environment of, of substances, contaminants, litter, waste, effluent, refuse, pollutants or deleterious materials and that arise out of or are in any way connected with the management, operation, activities or existence of the Indemnitor or by virtue of the Indemnitee holding any other directorship and/or office with any other entity held by the Indemnitee at the Indemnitor's ’s request.

Scope of Indemnity. Subject to subsections 1.3, 1.8, 1.9, 2.7 and 2.8 below, the Indemnitor willshall, to the fullest extent permitted by law, indemnify and save harmless the Indemnitee against and from: (a) any and all charges and claims of every nature and kind whatsoever which may be brought or made by any person, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnitee in connection with the execution of the duties of the Idemnitee's office as a director and/or officer or by virtue of the Idemnitee's holding any other directorship and/or office with any other entity held at the Indemnitor's request; (b) any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities (statutory or otherwise), losses including, without limitation, the value of time spent preparing for and appearing at examinations, trials or hearings and penalties including, without limitation, the cost of appearance and representation at government inquiries or commissions, which the Indemnitee may sustain, incur or be liable for in consequence of the Idemnitee's acting as a director and/or officer of the Indemnitor or any other entity at the Indemnitor’s 's request, whether sustained or incurred by reason of the Idemnitee's negligence, default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Indemnitor lndemnitor or any of its affairs; and (c) in particular, and without in any way limiting the generality of the foregoing, any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the Indemnitee may sustain, incur or be liable for as a result of or in connection with the release of, or presence in the environment of, substances, contaminants, litter, waste, effluent, refuse, pollutants or deleterious materials and that arise out of or are in any way connected with the management, operation, activities or existence of the Indemnitor or by virtue of the Indemnitee holding any other directorship and/or office with any other entity held by the Indemnitee at the Indemnitor's request.

Scope of Indemnity. Subject to subsections 1.31.2, 1.7, 1.8, 1.9, 2.7 and 2.8 below, the Indemnitor will, shall to the fullest extent permitted by law, possible under applicable law indemnify and save harmless the Indemnitee against and from: (a) any and all charges and claims of every nature and kind whatsoever which may be brought or made by any person, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnitee in connection with the execution of the duties of the Idemnitee's his office as a director and/or officer or by virtue of the Idemnitee's his holding any other directorship and/or office with any other entity held by the Indemnitee at the Indemnitor's ’s request; (b) any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities (statutory or otherwise), losses including, without limitation, the value of time spent preparing for and appearing at examinations, trials or hearings and penalties including, without limitation, the cost of appearance and representation at government inquiries or commissions, which the the. Indemnitee may sustain, incur or be liable for in consequence of the Idemnitee's his acting as a director and/or officer of the Indemnitor or any other entity at the Indemnitor’s request, whether sustained or incurred by reason of the Idemnitee's his negligence, default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Indemnitor or any of its affairs; and (c) in particular, and without in any way limiting the generality of the foregoing, any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the Indemnitee may sustain, incur or be liable for as a result of or in connection with the release of, of or presence in the environment of, of substances, contaminants, litter, waste, effluent, refuse, pollutants or deleterious materials and that arise out of or are in any way connected with the management, operation, activities or existence of the Indemnitor or by virtue of the Indemnitee holding any other directorship and/or office with any other entity held by the Indemnitee at the Indemnitor's ’s request.

Scope of Indemnity. Subject to subsections 1.3, 1.8, 1.9, and 2.7 and 2.8 below, the Indemnitor will, shall to the fullest extent permitted by law, possible under applicable law indemnify and save harmless the Indemnitee against and from: (a) any and all charges and claims of every nature and kind whatsoever which may be brought or made by any person, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnitee in connection with the execution of the duties of the Idemnitee's Indemnitee’s office as a director and/or officer or by virtue of the Idemnitee's Indemnitee’s holding any other directorship and/or office officer position with any other entity held by the Indemnitee at the Indemnitor's ’s request; (b) any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basisbasis and including an amount paid to settle any action or to satisfy any judgment), fines, liabilities (statutory or otherwise), losses including, without limitation, the value of time spent preparing for and appearing at examinations, trials or hearings and penalties including, without limitation, the cost of appearance and representation at government inquiries or commissions, which the Indemnitee may sustain, incur or be liable for in consequence of the Idemnitee's Indemnitee’s acting as a director and/or officer of the Indemnitor or any other entity at the Indemnitor’s request, whether sustained or incurred by reason of the Idemnitee's Indemnitee’s negligence, default, breach of duty, breach of trust, intentional tortuous conduct, failure to exercise due diligence or otherwise in relation to the Indemnitor or any of its affairs; and (c) in particular, and without in any way limiting the generality of the foregoing, any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the Indemnitee may sustain, incur or be liable for as a result of or in connection with the release of, of or presence in the environment of, of substances, contaminants, litter, waste, effluent, refuse, pollutants or deleterious materials and that arise out of or are in any way connected with the management, operation, activities or existence of the Indemnitor or by virtue of the Indemnitee holding any other directorship and/or office officer position with any other entity held by the Indemnitee at the Indemnitor's ’s request.

Scope of Indemnity. Subject to subsections 1.3, 1.8, 1.9, and 2.7 and 2.8 below, the Indemnitor will, shall to the fullest extent permitted by law, possible under applicable law indemnify and save harmless the Indemnitee against and from: (a) any and all charges and claims of every nature and kind whatsoever which may be brought or made by any person, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnitee in connection with the execution of the duties of the IdemniteeIndemnitee's office as a director and/or officer of the Indemnitor or by virtue of the IdemniteeIndemnitee's holding any other directorship and/or office officer position with any other entity held by the Indemnitee at the Indemnitor's request; (b) any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basisbasis and including an amount paid to settle any action or to satisfy any judgment), fines, liabilities (statutory or otherwise), losses including, without limitation, the value of time spent preparing for and appearing at examinations, trials or hearings and penalties including, without limitation, the cost of appearance and representation at government inquiries or commissions, penalties (c) which the Indemnitee may sustain, incur or be liable for in consequence of the IdemniteeIndemnitee's acting as a director and/or officer of the Indemnitor or any other entity at the Indemnitor’s request, whether sustained or incurred by reason of the IdemniteeIndemnitee's negligence, default, breach of duty, breach of trust, intentional tortuous conduct, failure to exercise due diligence or otherwise in relation to the Indemnitor or any of its affairs; and (cd) in particular, and without in any way limiting the generality of the foregoing, any and all costs, damages, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the Indemnitee may sustain, incur or be liable for as a result of or in connection with the release of, of or presence in the environment of, of substances, contaminants, litter, waste, effluent, refuse, pollutants or deleterious materials and that arise out of or are in any way connected with the management, operation, activities or existence of the Indemnitor or by virtue of the Indemnitee holding any other directorship and/or office officer position with any other entity held by the Indemnitee at the Indemnitor's ’s request.