Common use of Indemnification of the Agent Clause in Contracts

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Alternate Investors shall indemnify upon demand each Agent-Related Person, pro rata and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys' fees (which such attorneys may be employees of the Program Support Providers, the Agent or the Conduit Administrator, as applicable) and disbursements awarded against or incurred by it; provided, however, that no Alternate Investor shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney's fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein. The undertaking in this Section shall survive payment in full of the VFNs and the resignation or the replacement of the Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Alternate Investors Program Support Providers shall indemnify upon demand each Agent-Related Person, pro rata rata, and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys' ’ fees (which such attorneys may be employees of the Program Support Providers, the Agent Providers or the Conduit Administrator, as applicableAgent) and disbursements awarded against or incurred by it; provided, however, that no Alternate Investor Program Support Provider shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person's ’s gross negligence or willful misconduct; provided, howeverfurther, that no action taken in accordance with the directions of the Majority Conduit Investors (and, if required by any Program Support Agreement, the requisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor Program Support Provider shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney's ’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein. The undertaking in this Section shall survive payment in full of the VFNs Note and the resignation or the replacement of the Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Alternate Investors shall indemnify upon demand each Agent-Related Person, pro rata and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys' fees (which such attorneys may be employees of the Program Support Providers, the Agent or the Conduit Administrator, as applicable) and disbursements awarded against or incurred by it; provided, however, that no Alternate Investor shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney's fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein. The undertaking in this Section shall survive payment in full of the VFNs and the resignation or the replacement of the Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Alternate Investors Program Support Providers shall indemnify upon demand each Agent-Related Person, pro rata rata, and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys' ’ fees (which such attorneys may be employees of the Program Support Providers, the Agent Providers or the Conduit Administrator, as applicableAgent) and disbursements awarded against or incurred by it; provided, however, that no Alternate Investor Program Support Provider shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person's ’s gross negligence or willful misconduct; provided, howeverfurther, that no action taken in accordance with the directions of the Majority Investors Conduit Investor (and, if required by any Program Support Agreement, the requisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor Program Support Provider shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney's ’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein. The undertaking in this Section shall survive payment in full of the VFNs Purchased Note and the resignation or the replacement of the Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Alternate Investors shall indemnify upon demand each Agent-Related Person, pro rata rata, and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys' ’ fees (which such attorneys may be employees of the Program Support Providers, the Agent or the Conduit Administrator, as applicable) and disbursements awarded against or incurred by it; provided, however, that no Alternate Investor shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person's ’s gross negligence or willful misconduct; provided, howeverfurther, that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney's ’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein. The undertaking in this Section shall survive payment in full of the VFNs Notes and the resignation or the replacement of the Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Alternate Committed Investors shall indemnify upon demand each Agent-Related Person, pro rata rata, and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys' ’ fees (which such attorneys may be employees of the Program Support Providers, the Agent or the Conduit Administrator, as applicableAgent-Related Persons) and disbursements awarded against or incurred by it; provided, however, that no Alternate Investor Committed Investro shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person's ’s gross negligence or willful misconduct; provided, howeverfurther, that no action taken in accordance with the directions of the Majority Investors Conduit Investor (and, if required by any Program Support Agreement, the requisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 7.07. Without limitation of the foregoing, each Alternate Committed Investor shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney's ’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Basic Document, or any document contemplated by or referred to herein. The undertaking in this Section 7.07 shall survive payment in full of the VFNs Purchased Note and the resignation or the replacement of the Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Alternate Investors Program Support Providers shall indemnify upon demand each Agent-Related Person, pro rata rata, and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys' ’ fees (which such attorneys may be employees of the Program Support Providers, the Agent Providers or the Conduit Administrator, as applicableAgent-Related Persons) and disbursements awarded against or incurred by it; provided, however, that no Alternate Investor Program Support Provider shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person's ’s gross negligence or willful misconduct; provided, howeverfurther, that no action taken in accordance with the directions of the Majority Investors Conduit Investor (and, if required by any Program Support Agreement, the requisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 7.07. Without limitation of the foregoing, each Alternate Investor Program Support Provider shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney's ’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Basic Document, or any document contemplated by or referred to herein. The undertaking in this Section 7.07 shall survive payment in full of the VFNs Purchased Note and the resignation or the replacement of the Agent.