Secured Party Indemnity Clause Samples

Secured Party Indemnity. Each Secured Party severally agrees to indemnify, defend and hold harmless the Trustee (solely to the extent not reimbursed or paid by any Obligor as provided herein), pro rata according to the outstanding principal amount of the Secured Obligations held by such Secured Party (which principal amount of Secured Obligations shall (i) with respect to any Other Secured Lender, equal the aggregate principal amount of the Outstanding Borrowings held by such Other Secured Lender, as applicable and (ii) with respect to any holder, equal the aggregate outstanding principal amount of the Notes held by such holder) from time to time, from and against any and all liabilities, obligations, damages, penalties, actions, judgments, suits, fees, costs, expenses or disbursements incurred by the Trustee acting in accordance with the written direction of the Required Secured Parties; provided that no Secured Party shall be required to indemnify the Trustee hereunder to the extent that any claim for indemnification is caused by the bad faith, gross negligence or willful misconduct of the Trustee.