Common use of Indemnification of Trust Company Clause in Contracts

Indemnification of Trust Company. The Owner Participant -------------------------------- agrees to assume liability for, and to indemnify and hold harmless the Trust Company against and from any and all liabilities, obligations, damages, Taxes (excluding any Taxes, fees or other charges payable by the Trust Company or measured by any compensation received by the Owner Trustee for its services hereunder), claims, actions, suits, out-of-pocket costs, expenses and disbursements of any kind and nature whatsoever, including without limitation the reasonable fees and expenses of counsel but excluding internal costs and expenses such as salaries and overhead (collectively, "Trust Expenses") which -------------- may be imposed on, incurred by or asserted at any time against the Trust Company (whether or not also indemnified by any other Person; provided, however, that to -------- ------- the extent the Trust Company shall have actually received any payment in the nature of an indemnity payment from any such other Person relating to a claim hereunder, the Trust Company shall not be entitled to the amount of any such payment pursuant to this Section 8.1 (notwithstanding that the Trust Company may have returned any such amount to the paying party)) in any way relating to or arising out of (i) the administration of the Trust - Estate or the action or inaction of the Trust Company hereunder or under the other Operative Documents; (ii) the Vessel or any part thereof; (iii) the -- --- Operative Documents or any of them, the issuance of the Secured Notes or the making of any investment in the Vessel, payments made pursuant to any thereof or the enforcement by the Trust Company of any of its rights under the Operative Documents, or any other transaction contemplated by the Operative Documents or (iv) the manufacture, financing, construction, purchase, ownership, acquisition, -- acceptance, rejection, delivery, nondelivery, possession, transportation, charter, subcharter, mortgaging, granting of a security interest in, preparation, installation, condition, transfer of title, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of the Vessel or any interest therein, including without limitation (A) claims or penalties - arising from any violation of law or liability in tort (strict or otherwise); (B) loss of or damage to any property or the environment or death or injury to - any Person; (C) latent or other defects, whether or not discoverable and (D) any - - claim for patent, trademark or copyright infringement, except only that the Owner Participant shall not be required to indemnify the Trust Company for Trust Expenses arising or resulting from any of the matters (1) described in clauses - (i) through (v) of the last sentence of Section 7.1 or (2) for which the - Charterer would not have been required to indemnify the Trust Company pursuant to Section 12.1 or 12.2 of the Participation Agreement. The indemnities contained in this Section 8.1 shall survive the termination of this Trust Agreement. To secure the foregoing indemnities, the Owner Trustee shall be entitled to apply any amount otherwise distributable to the Owner Participant pursuant to Section 5.2 against any such indemnity which has not been paid when due. The indemnities contained in this Section 8.1 extend to the Trust Company only and shall not be construed as indemnities of the Trust Estate. The Trust Company agrees that, before asserting any right to indemnification under this Trust Agreement, in its individual capacity, or in its capacity as Owner Trustee, it shall first demand and pursue by appropriate means, for a reason able period of time, its corresponding right to indemnification, if any, pursuant to Section 12 of the Participation Agreement.

Indemnification of Trust Company. The Owner Participant -------------------------------- agrees to assume liability for, and to indemnify and hold harmless the Trust Company against and from any and all liabilities, obligations, losses, damages, Taxes taxes (excluding any Taxestaxes, fees or other charges payable by the Trust Company or measured by any compensation received by the Owner Trustee Trust Company for its services hereunder), penalties, claims, actions, suits, out-of-pocket proceedings, costs, expenses and disbursements of any kind and nature whatsoever, including including, without limitation limitation, the reasonable fees and expenses of counsel but excluding internal costs and expenses such as salaries and overhead (collectively, "Trust Expenses") -------------- which -------------- may be imposed on, incurred by or asserted at any time against the Trust Company (whether or not also indemnified by any other Person; Person (provided, however, that to the -------- ------- the extent the Trust Company shall have actually received any payment in the nature of an indemnity payment from any such other Person relating to a claim hereunder, the Trust Company shall not be entitled to the amount of any such payment pursuant to this Section 8.1 (notwithstanding that the Trust Company may have returned any such amount to the paying party)6.1) in any way relating to or arising out of (i) the administration of the Trust - Estate or the action or inaction of the Trust Company hereunder or under the other Operative Documents; (ii) the Vessel Agreements, any Accepted Equipment or any part thereof; (iii) , the -- --- Operative Documents Agreements or any of them, the issuance of the Secured Notes or the making of any investment in the Vessel, payments made pursuant to any thereof or the enforcement by the Trust Company of any of its rights under the Operative DocumentsAgreements, or any other transaction contemplated by the Operative Documents or (iv) the design, manufacture, financing, constructionrefinancing, purchaseinstallation, ownership, acquisition, -- acceptance, rejection, ownership, delivery, nondelivery, lease, sublease, possession, transportation, charter, subcharter, mortgaging, granting of a security interest in, preparation, installation, condition, transfer of title, rentalcontrol, use, operation, storagecondition, modification, servicing, maintenance, modification, alteration, repair, assemblyimprovement, replacement, sale, return, abandonment return or other application or disposition of all the Accepted Equipment, any Accepted Unit or any part of the Vessel thereof including, without limitation, (A) any inadequacy or any interest deficiency or defect therein, including without limitation (A) claims latent defects, whether or penalties - not discoverable or any claim based on negligence or arising from any violation of law or for strict liability in tort (strict or otherwise); (B) loss of any claim for patent, trademark or damage to copyright tort or any property or the environment or death or injury to - any Person; (C) latent or other defects, whether or not discoverable and (D) any - - claim for patent, trademark or copyright infringement, and (B) any loss or damage to property or the environment or injury or death to any Person; except only that the Owner Participant shall not be required to indemnify the Trust Company for Trust Expenses arising or resulting from any of the matters (1) described in clauses - (i) through (v) of the last sentence of Section 7.1 or (2) for which 5.1; provided that the - Charterer would not have been required Owner Participant shall be liable under this -------- Section 6.1 only to indemnify the Trust Company extent that the Owner Trustee is indemnified by the Lessee pursuant to Section 12.1 7 of the Participation Agreement (with the exception of the limitations to Lessee's indemnification obligations set forth in Sections 7.1(c)(ii), 7.1(c)(iv) (to the extent relating to any such transfer by the Owner Participant or 12.2 transfer by the Owner Trustee at the direction of the Owner Participant), 7.2(d)(i), 7.2(d)(iv) (to the extent relating to any such transfer by the Owner Participant or transfer by the Owner Trustee at the direction of the Owner Participant) and 7.2(d)(vi) (when the Owner Trustee is acting on instructions from the Owner Participant) of the Participation Agreement); provided, further, that before asserting its right to -------- ------- indemnification pursuant to this Section 6.1, the Owner Trustee shall first demand its corresponding right to indemnification, if any, pursuant to Section 7 of the Participation Agreement (but need not exhaust any or all remedies available thereunder), and the Owner Participant shall have the right to pursue any such remedies against the Lessee which are not pursued by the Owner Trustee. The indemnities contained in this Section 8.1 6.1 shall survive the termination of this Trust Agreement. To secure the foregoing indemnities, the Owner Trustee shall be entitled to apply any amount otherwise distributable to the Owner Participant pursuant to Section 5.2 3.2 against any such indemnity which has not been paid when due. The indemnities contained in this Section 8.1 6.1 extend to the Trust Company only and shall not be construed as indemnities of the Trust Estate. The Trust Company agrees that, before asserting payor of any indemnity under this Section 6.1 shall be subrogated to any right to indemnification under this Trust Agreement, in its individual capacity, or in its capacity as Owner Trustee, it shall first demand and pursue by appropriate means, for a reason able period of time, its corresponding right to indemnification, if any, pursuant to Section 12 of the Participation AgreementPerson indemnified in respect of the matter as to which such indemnity was paid.

Indemnification of Trust Company. The Owner Participant -------------------------------- agrees to assume liability for, and to indemnify and hold harmless the Trust Company against and from any and all liabilities, obligations, losses, damages, Taxes taxes (excluding any Taxestaxes, fees or other charges payable by the Trust Company or measured by any compensation received by the Owner Trustee Trust Company for its services hereunder), penalties, claims, actions, suits, out-of-pocket proceedings, costs, expenses and disbursements of any kind and nature whatsoever, including including, without limitation limitation, the reasonable fees and expenses of counsel but excluding internal costs and expenses such as salaries and overhead (collectively, "Trust Expenses") which -------------- may be imposed on, incurred by or asserted at any time against the Trust Company (whether or not also indemnified by any other Person; Person (provided, however, that to -------- ------- the extent the Trust Company shall have actually received any payment in the nature of an indemnity payment from any such other Person relating to a claim hereunder, the Trust Company shall not be entitled to the amount of any such payment pursuant to this Section 8.1 (notwithstanding that the Trust Company may have returned any such amount to the paying party)6.1) in any way relating to or arising out of (i) the administration of the Trust - Estate or the action or inaction of the Trust Company hereunder or under the other Operative Documents; (ii) the Vessel Agreements, any Accepted Equipment or any part thereof; (iii) , the -- --- Operative Documents Agreements or any of them, the issuance of the Secured Notes or the making of any investment in the Vessel, payments made pursuant to any thereof or the enforcement by the Trust Company of any of its rights under the Operative DocumentsAgreements, or any other transaction contemplated by the Operative Documents or (iv) the design, manufacture, financing, constructionrefinancing, purchaseinstallation, ownership, acquisition, -- acceptance, rejection, ownership, delivery, nondelivery, lease, sublease, possession, transportation, charter, subcharter, mortgaging, granting of a security interest in, preparation, installation, condition, transfer of title, rentalcontrol, use, operation, storagecondition, modification, servicing, maintenance, modification, alteration, repair, assemblyimprovement, replacement, sale, return, abandonment return or other application or disposition of all the Accepted Equipment, any Accepted Unit or any part of the Vessel thereof including, without limitation, (A) any inadequacy or any interest deficiency or defect therein, including without limitation (A) claims latent defects, whether or penalties - not discoverable or any claim based on negligence or arising from any violation of law or for strict liability in tort (strict or otherwise); (B) loss of any claim for patent, trademark or damage to copyright tort or any property or the environment or death or injury to - any Person; (C) latent or other defects, whether or not discoverable and (D) any - - claim for patent, trademark or copyright infringement, and (B) any loss or damage to property or the environment or injury or death to any Person; except only that the Owner Participant shall not be required to indemnify the Trust Company for Trust Expenses arising or resulting from any of the matters (1) described in clauses - (i) through (v) of the last sentence of Section 7.1 or (2) for which 5.1; provided that the - Charterer would not have been required Owner Participant shall be liable under this Section 6.1 only to indemnify the Trust Company extent that the Owner Trustee is indemnified by the Lessee pursuant to Section 12.1 7 of the Participation Agreement (with the exception of the limitations to Lessee's indemnification obligations set forth in Sections 7.1(c)(ii), 7.1(c)(iv) (to the extent relating to any such transfer by the Owner Participant or 12.2 transfer by the Owner Trustee at the direction of the Owner Participant), 7.2(d)(i), 7.2(d)(iv) (to the extent relating to any such transfer by the Owner Participant or transfer by the Owner Trustee at the direction of the Owner Participant) and 7.2(d)(vi) (when the Owner Trustee is acting on instructions from the Owner Participant) of the Participation Agreement); provided, further, that before asserting its right to indemnification pursuant to this Section 6.1, the Owner Trustee shall first demand its corresponding right to indemnification, if any, pursuant to Section 7 of the Participation Agreement (but need not exhaust any or all remedies available thereunder), and the Owner Participant shall have the right to pursue any such remedies against the Lessee which are not pursued by the Owner Trustee. The indemnities contained in this Section 8.1 6.1 shall survive the termination of this Trust Agreement. To secure the foregoing indemnities, the Owner Trustee shall be entitled to apply any amount otherwise distributable to the Owner Participant pursuant to Section 5.2 3.2 against any such indemnity which has not been paid when due. The indemnities contained in this Section 8.1 6.1 extend to the Trust Company only and shall not be construed as indemnities of the Trust Estate. The Trust Company agrees that, before asserting payor of any indemnity under this Section 6.1 shall be subrogated to any right to indemnification under this Trust Agreement, in its individual capacity, or in its capacity as Owner Trustee, it shall first demand and pursue by appropriate means, for a reason able period of time, its corresponding right to indemnification, if any, pursuant to Section 12 of the Participation AgreementPerson indemnified in respect of the matter as to which such indemnity was paid.

Indemnification of Trust Company. The Owner Participant -------------------------------- agrees to assume liability for, and to indemnify and hold harmless the Trust Company against and from any and all liabilities, obligations, losses, damages, Taxes taxes (excluding any Taxestaxes, fees or other charges payable by the Trust Company or measured by any compensation received by the Owner Trustee Trust Company for its services hereunder), penalties, claims, actions, suits, out-of-pocket proceedings, costs, expenses and disbursements of any kind and nature whatsoever, including including, without limitation limitation, the reasonable fees and expenses of counsel but excluding internal costs and expenses such as salaries and overhead (collectively, "Trust Expenses") which -------------- may be imposed on, incurred by or asserted at any time against the Trust Company (whether or not also indemnified by any other Person; [Trust Agreement (GARC II 98-A)] Person (provided, however, that to -------- ------- the extent the Trust Company shall have actually received any payment in the nature of an indemnity payment from any such other Person relating to a claim hereunder, the Trust Company shall not be entitled to the amount of any such payment pursuant to this Section 8.1 (notwithstanding that the Trust Company may have returned any such amount to the paying party6.1)) in any way relating to or arising out of (i) the administration of the Trust - Estate or the action or inaction of the Trust Company hereunder or under the other Operative Documents; Agreements, (ii) the Vessel any Accepted Equipment or any part thereof; , (iii) the -- --- Operative Documents Agreements or any of them, the issuance of the Secured Notes or the making of any investment in the Vessel, payments made pursuant to any thereof or the enforcement by the Trust Company of any of its rights under the Operative DocumentsAgreements, or any other transaction contemplated by the Operative Documents or (iv) the design, manufacture, financing, constructionrefinancing, purchaseinstallation, ownership, acquisition, -- acceptance, rejection, ownership, delivery, nondelivery, lease, sublease, possession, transportation, charter, subcharter, mortgaging, granting of a security interest in, preparation, installation, condition, transfer of title, rentalcontrol, use, operation, storagecondition, modification, servicing, maintenance, modification, alteration, repair, assemblyimprovement, replacement, sale, return, abandonment return or other application or disposition of all the Accepted Equipment, any Accepted Unit or any part of the Vessel thereof including, without limitation, (A) any inadequacy or any interest deficiency or defect therein, including without limitation (A) claims latent defects, whether or penalties - not discoverable or any claim based on negligence or arising from any violation of law or for strict liability in tort (strict or otherwise); (B) loss of any claim for patent, trademark or damage to copyright tort or any property or the environment or death or injury to - any Person; (C) latent or other defects, whether or not discoverable and (D) any - - claim for patent, trademark or copyright infringement, and (B) any loss or damage to property or the environment or injury or death to any Person; except only that the Owner Participant shall not be required to indemnify the Trust Company for Trust Expenses arising or resulting from any of the matters (1) described in clauses - (i) through (v) of the last sentence of Section 7.1 5.1; provided that the Owner Participant shall be liable under this Section 6.1 only to the extent that the Trust Company is indemnified by the Lessee pursuant to Section 7 of the Participation Agreement (disregarding for purposes of this Section 6.1 the limitations to Lessee's indemnification obligations set forth in Sections 7.2(d)(i), 7.2(d)(ii), 7.2(d)(iii) and (iv) (to the extent relating to any such transfer by the Owner Participant or transfer by the Owner Trustee at the direction of the Owner Participant), 7.1(c)(ii) (2to the extent relating to any return of the Equipment to the Owner Participant), 7.1(c)(iii) for which and (iv) (to the - Charterer would not have been required extent relating to any such transfer by the Owner Participant or transfer by the Owner Trustee at the direction of the Owner Participant), 7.1(c)(xii) (to the extent any such failure is attributable to the Owner Participant), 7.1(c)(xiii), 7.1(c)(xx) (to the extent any such amendment, supplement, waiver or consent is entered into by the Trust Company or the Owner Trustee at the request, or with the consent of the Owner Participant) and 7.2(d)(vi) (when the Owner Trustee is acting on instructions from the Owner Participant) of the Participation Agreement); provided, further, that none of the foregoing limitations shall relieve the Owner Participant of its obligations to indemnify the Trust Company for any Trust Expenses which are attributable to any action or inaction of the Owner Participant or any action or inaction of the Owner Trustee taken at the direction of the Owner Participant); provided, further, that before asserting its right to indemnification pursuant to this Section 6.1, the Trust Company shall first demand its corresponding right to indemnification, if any, pursuant to Section 12.1 or 12.2 7 of the Participation Agreement, and the Owner Participant shall have the right to pursue any such remedies against the Lessee which are not pursued by the Trust Company. The indemnities contained in this Section 8.1 6.1 shall survive the termination of this Trust Agreement. To secure the foregoing indemnities, the Owner Trustee shall be entitled to apply any amount otherwise distributable to the Owner Participant pursuant to Section 5.2 3.2 against any such indemnity which has not been paid when due. The indemnities contained in this Section 8.1 6.1 extend to the Trust [Trust Agreement (GARC II 98-A)] Company only and shall not be construed as indemnities of the Trust Estate. The Trust Company agrees that, before asserting payor of any indemnity under this Section 6.1 shall be subrogated to any right to indemnification under this Trust Agreement, in its individual capacity, or in its capacity as Owner Trustee, it shall first demand and pursue by appropriate means, for a reason able period of time, its corresponding right to indemnification, if any, pursuant to Section 12 of the Participation AgreementPerson indemnified in respect of the matter as to which such indemnity was paid.

Indemnification of Trust Company. The Owner Participant -------------------------------- agrees to assume liability for, and to indemnify and hold harmless the Trust Company against and from any and all liabilities, obligations, losses, damages, Taxes taxes (excluding any Taxestaxes, fees or other charges payable by the Trust Company or measured by any compensation received by the Owner Trustee Trust Company for its services hereunder), penalties, claims, actions, suits, out-of-pocket proceedings, costs, expenses and disbursements of any kind and nature whatsoever, including including, without limitation limitation, the reasonable [Trust Agreement (GARC II 98-A)] fees and expenses of counsel but excluding internal costs and expenses such as salaries and overhead (collectively, "Trust Expenses") which -------------- may be imposed on, incurred by or asserted at any time against the Trust Company (whether or not also indemnified by any other Person; Person (provided, however, that to -------- ------- the extent the Trust Company shall have actually received any payment in the nature of an indemnity payment from any such other Person relating to a claim hereunder, the Trust Company shall not be entitled to the amount of any such payment pursuant to this Section 8.1 (notwithstanding that the Trust Company may have returned any such amount to the paying party6.1)) in any way relating to or arising out of (i) the administration of the Trust - Estate or the action or inaction of the Trust Company hereunder or under the other Operative Documents; Agreements, (ii) the Vessel any Accepted Equipment or any part thereof; , (iii) the -- --- Operative Documents Agreements or any of them, the issuance of the Secured Notes or the making of any investment in the Vessel, payments made pursuant to any thereof or the enforcement by the Trust Company of any of its rights under the Operative DocumentsAgreements, or any other transaction contemplated by the Operative Documents or (iv) the design, manufacture, financing, constructionrefinancing, purchaseinstallation, ownership, acquisition, -- acceptance, rejection, ownership, delivery, nondelivery, lease, sublease, possession, transportation, charter, subcharter, mortgaging, granting of a security interest in, preparation, installation, condition, transfer of title, rentalcontrol, use, operation, storagecondition, modification, servicing, maintenance, modification, alteration, repair, assemblyimprovement, replacement, sale, return, abandonment return or other application or disposition of all the Accepted Equipment, any Accepted Unit or any part of the Vessel thereof including, without limitation, (A) any inadequacy or any interest deficiency or defect therein, including without limitation (A) claims latent defects, whether or penalties - not discoverable or any claim based on negligence or arising from any violation of law or for strict liability in tort (strict or otherwise); (B) loss of any claim for patent, trademark or damage to copyright tort or any property or the environment or death or injury to - any Person; (C) latent or other defects, whether or not discoverable and (D) any - - claim for patent, trademark or copyright infringement, and (B) any loss or damage to property or the environment or injury or death to any Person; except only that the Owner Participant shall not be required to indemnify the Trust Company for Trust Expenses arising or resulting from any of the matters (1) described in clauses - (i) through (v) of the last sentence of Section 7.1 or (2) for which 5.1; provided that the - Charterer would not have been required Owner Participant shall be liable under this Section 6.1 only to indemnify the Trust Company extent that the Owner Trustee is indemnified by the Lessee pursuant to Section 12.1 7 of the Participation Agreement (with the exception of the limitations to Lessee's indemnification obligations set forth in Sections 7.2(d)(i), 7.2(d)(iv) (to the extent relating to any such transfer by the Owner Participant or 12.2 transfer by the Owner Trustee at the direction of the Owner Participant), 7.1(c)(ii) (to the extent relating to any return of the Equipment to the Owner Participant), 7.1(c)(iv) (to the extent relating to any such transfer by the Owner Participant or transfer by the Owner Trustee at the direction of the Owner Participant), and 7.2(d)(vi) (when the Owner Trustee is acting on instructions from the Owner Participant) of the Participation Agreement); provided, further, that before asserting its right to indemnification pursuant to this Section 6.1, the Owner Trustee shall first demand its corresponding right to indemnification, if any, pursuant to Section 7 of the Participation Agreement, and the Owner Participant shall have the right to pursue any such remedies against the Lessee which are not pursued by the Owner Trustee. The indemnities contained in this Section 8.1 6.1 shall survive the termination of this Trust Agreement. To secure the foregoing indemnities, the Owner Trustee shall be entitled to apply any amount otherwise distributable to the Owner Participant pursuant to Section 5.2 3.2 against any such indemnity which has not been paid when due. The indemnities contained in this Section 8.1 6.1 extend to the Trust Company only and shall not be construed as indemnities of the Trust Estate. The Trust Company agrees that, before asserting payor of any indemnity under this Section 6.1 shall be subrogated to any right to indemnification under this Trust Agreement, in its individual capacity, or in its capacity as Owner Trustee, it shall first demand and pursue by appropriate means, for a reason able period of time, its corresponding right to indemnification, if any, pursuant to Section 12 of the Participation AgreementPerson indemnified in respect of the matter as to which such indemnity was paid.

Indemnification of Trust Company. The Owner Participant -------------------------------- Agent Certificate Holder agrees to assume liability for, and to indemnify and hold harmless the Trust Company against and from any and all liabilities, obligations, losses, damages, Taxes taxes (excluding any Taxestaxes, fees or other charges payable by the Trust Company or measured by any compensation received by the Owner Trustee for its services hereunder), penalties, claims, actions, suits, out-of-pocket proceedings, costs, expenses and disbursements of any kind and nature whatsoever, including without limitation the reasonable fees and expenses of counsel but excluding internal costs and expenses such as salaries and overhead (collectively, "Trust Expenses") which -------------- may be imposed on, incurred by or asserted at any time against the Trust Company (whether or not also indemnified by any other Person; provided, however, that to -------- ------- the extent the Trust Company is entitled to and shall have actually received any payment in the nature of an indemnity payment from any such other Person relating to a claim hereunder, the Trust Company shall not be entitled to the amount of any such payment pursuant to this Section 8.1 (6.1, notwithstanding that the Trust Company may have returned any such amount to the paying party)) , in any way relating to or arising out of (ia) the administration of the Trust - Estate or the action or inaction of the Trust Company hereunder or under the other Operative Documents; , (iib) the Vessel Property or any part thereof; , (iiic) the -- --- Operative Documents or any of them, the issuance of the Secured Notes or the making of any investment in the Vessel, payments made pursuant to any thereof or the enforcement by the Trust Company of any of its rights under the Operative Documents, or any other transaction contemplated by the Operative Documents or (ivd) the manufacturepurchase, financingdesign, construction, purchasepreparation, ownershipinstallation, acquisition, -- acceptance, rejectioninspection, delivery, nondelivery, acceptance, rejection, ownership, management, possession, transportationoperation, charterrental, subcharterlease, mortgagingsublease, granting of a security interest inrepossession, preparationmaintenance, installationrepair, conditionalteration, modification, addition or substitution, storage, transfer of title, rentalredelivery, use, financing or refinancing, disposition, operation, storage, maintenance, modification, alteration, repair, assemblycondition, sale, return, abandonment return or other application or disposition of all or any part of the Vessel or any interest therein, including without limitation (A) claims or penalties - arising from any violation of law or liability in tort (strict or otherwise); (B) loss of or damage to any property the Property or the environment imposition of any Lien (or death incurring of any liability to refund or injury to - pay over any Personamount as a result of any Lien) thereon; (C) latent or other defects, whether or not discoverable and (D) any - - claim for patent, trademark or copyright infringement, except only that the Owner Participant Agent Certificate Holder shall not be required to indemnify the Trust Company for Trust Expenses arising or resulting from any of the matters (1) described in clauses - (ia) through (ve) of the last sentence of Section 7.1 or (2) for which 5.1; provided that the - Charterer Agent Certificate Holder shall be liable under this Section 6.1 only to the extent that the Owner Trustee would not have been required to indemnify be indemnified by the Trust Company Lessee pursuant to Section 12.1 or 12.2 Article XIII of the Participation AgreementAgreement (without giving effect to clause (4) of the Proviso to Section 13.1 thereof), but the foregoing shall not limit the Owner Trustee's rights under Section 4.3 hereof; provided, further, that before asserting its right to indemnification pursuant to this Section 6.1, the Owner Trustee shall first demand its corresponding right to indemnification, if any, pursuant to Article XIII of the Participation Agreement (but need not exhaust any or all remedies available thereunder), and the Agent Certificate Holder shall have the right to pursue any such remedies against the Lessee which are not pursued by the Owner Trustee. The indemnities contained in this Section 8.1 6.1 shall survive the termination of this Trust Agreement. To secure the foregoing indemnities, the Owner Trustee shall be entitled to apply any amount otherwise distributable to the Owner Participant pursuant to Section 5.2 against any such indemnity which has not been paid when due. The indemnities contained in this Section 8.1 6.1 extend to the Trust Company only and shall not be construed as indemnities of the Trust Estate. The Trust Company agrees that, before asserting payor of any indemnity under this Section 6.1 shall be subrogated to any right to indemnification under this Trust Agreement, in its individual capacity, or in its capacity as Owner Trustee, it shall first demand and pursue by appropriate means, for a reason able period of time, its corresponding right to indemnification, if any, pursuant to Section 12 of the Participation AgreementPerson indemnified in respect of the matter as to which such indemnity was paid.