Indemnification; Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Agent, each Lender and each Participant and their respective Related Parties against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages and liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented fees and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected with, or as a result of (i) the use of any of the proceeds of the Loans; (ii) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined b...
Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses a...
Indemnification; Expenses. (i) The Borrower hereby indemnifies and holds harmless each Bank (including each Issuing Bank) and the Administrative Agent from and against any and all claims, damages, losses, liabilities, costs or expenses which it may reasonably incur in connection with a Letter of Credit issued pursuant to this Section 2.17; provided that the Borrower shall not be required to indemnify any Bank, or the Administrative Agent, for any claims, damages, losses, liabilities, costs or expenses, to the extent found by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such Person.
Indemnification; Expenses. (a) The Borrower shall indemnify the Lender, and its directors, officers, employees, and agents (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of or as a result of (i) the Lender being party to this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee.
Indemnification; Expenses. The second sentence of Section 9.01 is hereby deleted and replaced in its entirety with the following: The Seller or Servicer, as the case may be, shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage Loan and/or any REO Property (ii) assume the defense of any such claim and pay all expenses in connection therewith, including attorneys’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Purchaser in respect of such claim.
Indemnification; Expenses. Notwithstanding anything herein to the contrary, each Unitholder shall be obligated to bear, on a Pro Rata Basis, such Unitholder’s share (and not jointly and severally) of any indemnification obligation that the Dragging Party agrees to provide in connection with any Approved Exit (other than any such obligations that relate particularly to a specific Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units); provided, that unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds from any such transaction shall be withheld in accordance with each Unitholder’s Pro Rata Basis. Each Unitholder shall pay its share, on a Pro Rata Basis, of the Third Party expenses incurred by the Company or the Dragging Party pursuant to an Approved Exit to the extent such expenses are incurred for the benefit of all Unitholders, it being presumed that expenses incurred by the Company or the Dragging Party in connection with an Approved Exit are for the benefit of all Unitholders. Expenses incurred by any Unitholder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved Exit) shall not be considered costs incurred for the benefit of all Unitholders and, to the extent not paid by the Company, shall be the responsibility of such Unitholder. Each Unitholder shall enter into any other agreement which the Dragging Party approves reasonably in connection with an Approved Exit. Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or unitholder representative agreement requested by the Dragging Party in compliance with this Section 9.2(d).
Indemnification; Expenses. (i) The Borrower hereby indemnifies and holds harmless each Lender and the Administrative Agent and the officers, directors, employees, agents and advisors and affiliates of each of them from and against any and all claims, damages, losses, liabilities, costs or expenses which it may reasonably incur in connection with a Letter of Credit issued pursuant to this Section 2.12; provided that the Borrower shall not be required to indemnify any Lender, or the Administrative Agent, for any claims, damages, losses, liabilities, costs or expenses, to the extent found by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such Person.
Indemnification; Expenses. (i) Borrower hereby indemnifies and holds harmless each Revolving Lender (including each Issuing Bank) and the Administrative Agent from and against any and all claims, damages, losses, liabilities, costs or expenses which it may reasonably incur in connection with a Letter of Credit issued pursuant to this Section 2.16.
Indemnification; Expenses. Each Borrower agrees to indemnify, defend and hold Collateral Agent and the Lenders and their respective directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Collateral Agent or the Lenders (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by such Indemnified Person from, following, or arising from transactions between Collateral Agent, and/or Lenders and either Borrower (including reasonable attorneys’ fees and expenses), except to the extent that such are Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.
Indemnification; Expenses. (i) The Borrower hereby indemnifies and holds harmless each Lender (including each Issuing Lender) and the Administrative Agent from and against any and all claims, damages, losses, liabilities, costs or expenses which it may reasonably incur in connection with a Letter of Credit issued pursuant to this Section 2.16; provided that the Borrower shall not be required to indemnify any Lender (including the Issuing Lender) or the Administrative Agent, for any claims, damages, losses, liabilities, costs or expenses (i) to the extent such indemnification relates to relationships between or among each of, or any of, the Lenders (including each Issuing Lender), the Administrative Agent or any Assignee or Participant and does not involve any act or omission by the Borrower or (ii) to the extent found by a court of competent jurisdiction by final and nonappealable judgment to have been caused by the gross negligence or willful misconduct of such Person or the bad faith breach by such Person of any of its material obligations hereunder.
