Common use of Indemnification and Compensation Clause in Contracts

Indemnification and Compensation. (i) The Company and the Buyer shall, jointly and severally, indemnify, defend and hold harmless the Security Agent and its officers, directors, employees, representatives and agents, from and against and reimburse the Security Agent for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Security Agent directly or indirectly relating to, or arising from, claims against the Security Agent (whether asserted by the Buyer, the Company or otherwise) by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable and documented, out of pocket attorneys' fees and expenses of one outside counsel and court costs, the costs and expenses of enforcing the terms of Section 10 of this Agreement (including the indemnification provided herein), any Transaction Document or any related document, and of defending itself against any claims except to the extent caused by the Security Agent's gross negligence or willful misconduct. (ii) The Company shall promptly pay the Security Agent the compensation, as agreed upon with the Company in writing, for all services rendered by the Security Agent hereunder and shall reimburse the Security Agent for its out-of-pocket expenses (including outside counsel fees and expenses), disbursements and advances incurred or made by the Security Agent (or its agent) in connection with the services rendered by it under the Transaction Documents or any related document. To the extent that the Company for any reason fails to indefeasibly pay any amount required to be paid by it to the Security Agent (or any sub-agent thereof), Related Party of the Security Agent (or any sub-agent thereof) or its counsel, the Buyer hereby agrees to pay to the Security Agent (or any such sub-agent), such Related Party of the Security Agent (or any sub-agent thereof) or its counsel, as the case may be, such unpaid amount. (iii) The obligations of this Section 10(g) shall survive the termination of this Agreement or any Transaction Document, or the earlier resignation or removal of the Security Agent.

Indemnification and Compensation. (i) The Company Company, the Guarantors party to that certain Guaranty dated as of the date hereof and the Buyer shall, jointly and severally, indemnify, defend and hold harmless the Security Agent and its officers, directors, employees, representatives and agents, from and against and reimburse the Security Agent for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Security Agent directly or indirectly relating to, or arising from, claims against the Security Agent (whether asserted by the Buyer, the Company or otherwise) by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable and documented, out of pocket attorneys' fees and expenses of one outside counsel and court costs, the costs and expenses of enforcing the terms of Section 10 of this Agreement (including the indemnification provided herein), any Transaction Document or any related document, and of defending itself against any claims except to the extent caused by the Security Agent's gross negligence or willful misconduct. (ii) The Company shall promptly pay the Security Agent the compensation, as agreed upon with the Company in writing, for all services rendered by the Security Agent hereunder and shall reimburse the Security Agent for its out-of-pocket expenses (including outside counsel fees and expenses), disbursements and advances incurred or made by the Security Agent (or its agent) in connection with the services rendered by it under the Transaction Documents or any related document. To the extent that the Company for any reason fails to indefeasibly pay any amount required to be paid by it to the Security Agent (or any sub-agent thereof), Related Party of the Security Agent (or any sub-agent thereof) or its counsel, the Buyer hereby agrees to pay to the Security Agent (or any such sub-agent), such Related Party of the Security Agent (or any sub-agent thereof) or its counsel, as the case may be, such unpaid amount. (iii) The obligations of this Section 10(g) shall survive the termination of this Agreement or any Transaction Document, or the earlier resignation or removal of the Security Agent.

Indemnification and Compensation. The Indenture Trustee shall be entitled to the Indenture Trustee Fee. In addition, subject to the Annual Cap (i) The Company and the Buyer shall, jointly and severally, indemnify, defend and hold harmless the Security Agent and its officers, directors, employees, representatives and agents, from and against and reimburse the Security Agent for other than any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Security Agent directly or indirectly relating to, or arising from, claims against the Security Agent (whether asserted by the Buyer, the Company or otherwise) by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable and documented, out of pocket attorneys' fees and expenses of one outside counsel and court costs, the costs and expenses of enforcing the terms of Indenture Trustee relating to a servicing transfer under the Servicing Agreement, which will not be subject to the Annual Cap) the Indenture Trustee shall be entitled to recover from the Payment Account pursuant to Section 10 3.18 of this Agreement (including the indemnification provided herein), any Transaction Document Indenture or any related document, pursuant to Section 3.03(a)(viii) and Section 3.03(b)(vii) of defending itself against any claims except to the extent caused by the Security Agent's gross negligence or willful misconduct. (ii) The Company shall promptly pay the Security Agent the compensation, as agreed upon with the Company in writing, for this Indenture all services rendered by the Security Agent hereunder and shall reimburse the Security Agent for its reasonable out-of-pocket expenses (including outside counsel fees and expenses), disbursements and advances incurred or made by and the Security Agent (or its agent) expenses of the Indenture Trustee in connection with the services rendered by it under the Transaction Documents or any related document. To the extent that the Company for any reason fails to indefeasibly pay any amount required to be paid by it to the Security Agent (or any sub-agent thereof), Related Party of the Security Agent (or any sub-agent thereof) or its counsel, the Buyer hereby agrees to pay to the Security Agent (or any such sub-agent), such Related Party of the Security Agent (or any sub-agent thereof) or its counsel, as the case may be, such unpaid amount. (iii) The obligations of this Section 10(g) shall survive the termination breach of this Agreement or any Transaction DocumentDocument or any claim or legal action (including any pending or threatened claim or legal action) or otherwise incurred or made by the Indenture Trustee in the administration of its duties or the exercise of its rights hereunder (including the reasonable compensation, expenses and disbursements of its counsel and agents) except any such expense, disbursement or advance as may arise from its own negligence or intentional misconduct or which is the responsibility of the Noteholders as provided herein. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. Additionally, subject to the Annual Cap, the Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be indemnified by the Issuer and held harmless against any loss, liability or expense (including reasonable attorney’s fees and expenses) incurred in the administration of this Agreement (other than its ordinary out of pocket expenses incurred hereunder) or in connection with any claim or legal action relating to (a) the Transaction Documents or (b) the Notes, other than any loss, liability or expense incurred by reason of its own negligence or intentional misconduct, or which is the earlier resignation or removal responsibility of the Security AgentNoteholders as provided herein (including any costs and expenses incurred in connection with any action or suit brought by the Indenture Trustee to enforce any of the Issuer’s indemnification obligations pursuant to this Section 6.07). With respect to any third party claim: (i) the Indenture Trustee shall give the Issuer written notice thereof promptly after the Indenture Trustee has actual knowledge thereof; (ii) the Indenture Trustee shall cooperate and consult fully with the Issuer in preparing such defense; and (iii) notwithstanding anything to the contrary herein, the Indenture Trustee will not be entitled to reimbursement out of the Payment Account for settlement of any such claim by the Indenture Trustee entered into without the prior written consent of the Issuer, which consent will not be unreasonably withheld or if the Issuer is no longer in existence, without the prior written consent of the Holders of the Notes holding more than 66 2/3% Percentage Interest of the Class A Notes (or, if the Note Amount of the Class A Notes has been reduced to zero, 66 2/3% Percentage Interest of the Class M Notes). The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of clause (v) or (vi) of the definition of “Event of Default” with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any similar provision of any other applicable federal or state bankruptcy, insolvency or similar law.