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These excerpts taken from the AYR 8-K filed Jun 12, 2007. Section 8.01 Indemnity. The Issuer shall indemnify each of the Trustee and the Drawing Agent (and its officers, directors, employees and agents) for, and hold it harmless against, any loss, liability or expense Incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Indenture and its duties under this Indenture, the Securities and the other Related Documents, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense Incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officers’ Certificate required to be furnished hereunder. Each of the Trustee and the Drawing Agent shall notify the Issuer, the Guarantor, the Policy Provider and the Initial Credit Facility Provider promptly of any claim asserted against the Trustee or the Drawing Agent, as applicable, for which it may seek indemnity; provided, however, that failure to provide such notice shall not invalidate any right to indemnity hereunder. The Issuer shall defend the claim and the Trustee or the Drawing Agent, as applicable, shall cooperate in the defense. The Trustee and the Drawing Agent may have separate counsel and the Issuer shall pay reasonable fees and expenses of such counsel. The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld or delayed. The Issuer need not
reimburse any expense or indemnity against any loss or liability Incurred by the Trustee or the Drawing Agent, as applicable, through negligence or bad faith. The provisions of this Section 8.01 and Section 8.02 hereof shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee or the Drawing Agent, as applicable. Section 8.02 Holders’ Indemnity. Each of the Trustee and the Drawing Agent shall be entitled to be indemnified (except with respect to losses, damages or obligations arising from the Trustee’s or Drawing Agent’s, as applicable, negligence or bad faith) by the Holders of any subclass of the Securities before proceeding to exercise any right or power under this Indenture or the Cash Management Agreement at the request or direction of such Holders (the basis of any loss, damage or obligation, if in respect of any third party liability, shall be supported by an Opinion of Counsel). INDEMNITY Section 8.01 Indemnity. The Issuer shall indemnify each of the Trustee and the Drawing Agent (and its officers, directors, employees and agents) for, and hold it harmless against, any loss, liability or expense Incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Indenture and its duties under this Indenture, the Securities and the other Related Documents, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense Incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officers’ Certificate required to be furnished hereunder. Each of the Trustee and the Drawing Agent shall notify the Issuer, the Guarantor, the Policy Provider and the Initial Credit Facility Provider promptly of any claim asserted against the Trustee or the Drawing Agent, as applicable, for which it may seek indemnity; provided, however, that failure to provide such notice shall not invalidate any right to indemnity hereunder. The Issuer shall defend the claim and the Trustee or the Drawing Agent, as applicable, shall cooperate in the defense. The Trustee and the Drawing Agent may have separate counsel and the Issuer shall pay reasonable fees and expenses of such counsel. The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld or delayed. The Issuer need not
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reimburse any expense or indemnity against any loss or liability Incurred by the Trustee or the Drawing Agent, as applicable, through negligence or bad faith. The provisions of this Section 8.01 and Section 8.02 hereof shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee or the Drawing Agent, as applicable. Section 8.02 Holders’ Indemnity. Each of the Trustee and the Drawing Agent shall be entitled to be indemnified (except with respect to losses, damages or obligations arising from the Trustee’s or Drawing Agent’s, as applicable, negligence or bad faith) by the Holders of any subclass of the Securities before proceeding to exercise any right or power under this Indenture or the Cash Management Agreement at the request or direction of such Holders (the basis of any loss, damage or obligation, if in respect of any third party liability, shall be supported by an Opinion of Counsel). | EXCERPTS ON THIS PAGE:
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