Common use of Additional Trustee Provisions Clause in Contracts

Additional Trustee Provisions. (a) HVF hereby agrees to indemnify and hold harmless the Trustee from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs and expenses arising out of or resulting from the assignment granted by this Series Supplement or, solely with respect to the Series 2013-G1 HVF Segregated Vehicle Collateral, by the Collateral Agency Agreement, whether arising by virtue of any act or omission on the part of HVF or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee in enforcing this Series Supplement or the Segregated Series 2013-G1 Documents or preserving any of its rights to, or realizing upon, any of the Series 2013-G1 Collateral; provided, however, the foregoing indemnification shall not extend to any action by the Trustee which constitutes gross negligence or willful misconduct by the Trustee. The indemnification provided for in this Section 11.16(a) shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of this Series Supplement or any Segregated Series 2013-G1 Document. (b) HVF shall indemnify and hold harmless the Trustee or any predecessor Trustee and their respective directors, officers, agents and employees from and against any loss, liability, claim, expense (including taxes, other than taxes based upon, measured by or determined by the income of the Trustee or such predecessor Trustee), damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or in connection with the activities of the Trustee or such predecessor Trustee pursuant to this Series Supplement or any Segregated Series 2013-G1 Document, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual or threatened action, proceeding, claim (whether asserted by HVF or the Series 2013-G1 Noteholder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Series Supplement, or in connection with enforcing the provisions of this Section 11.16(b); provided, however, that HVF shall not indemnify or hold harmless the Trustee, any predecessor Trustee or their respective directors, officers, employees or agents if such acts, omissions or alleged acts or omissions constitute bad faith or negligence by the Trustee or such predecessor Trustee, as the case may be. The indemnity provided in this Section 11.16(b) shall survive the termination of this Series Supplement and the resignation and removal of the Trustee. (c) Solely with respect to the responsibility and liability of the Trustee under this Series Supplement, in no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Trustee shall not be deemed to have notice of any Series 2013-G1 Potential Amortization Event or Series 2013-G1 Amortization Event unless a Trust Officer has actual knowledge thereof or unless written notice of any event which is in fact such Series 2013-G1 Potential Amortization Event or Series 2013-G1 Amortization Event is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Series 2013-G1 Note or this Series Supplement.

Additional Trustee Provisions. (a) HVF hereby agrees to indemnify and hold harmless the Trustee from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs and expenses arising out of or resulting from the assignment granted by this Series Supplement or, solely with respect to the Series 2013-G1 HVF Segregated Vehicle Collateral, by the Collateral Agency Agreement, whether arising by virtue of any act or omission on the part of HVF or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee in enforcing this Series Supplement or the Segregated Series 2013-G1 Documents or preserving any of its rights to, or realizing upon, any of the Series 2013-G1 Collateral; provided, however, the foregoing indemnification shall not extend to any action by the Trustee which constitutes gross negligence or willful misconduct by the Trustee. The indemnification provided for in this Section 11.16(a11.17(a) shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of this Series Supplement or any Segregated Series 2013-G1 Document. (b) HVF shall indemnify and hold harmless the Trustee or any predecessor Trustee and their respective directors, officers, agents and employees from and against any loss, liability, claim, expense (including taxes, other than taxes based upon, measured by or determined by the income of the Trustee or such predecessor Trustee), damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or in connection with the activities of the Trustee or such predecessor Trustee pursuant to this Series Supplement or any Segregated Series 2013-G1 Document, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual or threatened action, proceeding, claim (whether asserted by HVF or the Series 2013-G1 Noteholder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Series Supplement, or in connection with enforcing the provisions of this Section 11.16(b11.17(b); provided, however, that HVF shall not indemnify or hold harmless the Trustee, any predecessor Trustee or their respective directors, officers, employees or agents if such acts, omissions or alleged acts or omissions constitute bad faith or negligence by the Trustee or such predecessor Trustee, as the case may be. The indemnity provided in this Section 11.16(b11.17(b) shall survive the termination of this Series Supplement and the resignation and removal of the Trustee. (c) Solely with respect to the responsibility and liability of the Trustee under this Series Supplement, in no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Trustee shall not be deemed to have notice of any Series 2013-G1 Potential Amortization Event or Series 2013-G1 Amortization Event unless a Trust Officer has actual knowledge thereof or unless written notice of any event which is in fact such Series 2013-G1 Potential Amortization Event or Series 2013-G1 Amortization Event is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Series 2013-G1 Note or this Series Supplement.