Common use of Indemnities by the Borrower Clause in Contracts

Indemnities by the Borrower. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify each of the Lenders, the Related CP Issuer, each Managing Agent, the MERS agent, the Administrative Agent, any Affected Party, their respective successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to this Agreement or any Transaction Document or the exercise or performance of any of its or their powers or duties, in respect of any Mortgage Loan or Take-Out Commitment, or related in any way to its or their possession of, or dealings with, the Collateral, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Indemnities by the Borrower. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify each of the Lenders, the Related CP Issuer, each Managing Agent, the MERS agent, the Administrative Agent, any Affected Party, their respective successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to this Agreement or any Transaction Document or the exercise or performance of any of its or their powers or duties, in respect of any Mortgage Loan or Take-Out Commitment, or related in any way to its or their possession of, or dealings with, the Collateral, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Indemnities by the Borrower. (a) Without limiting any other rights that the Conduit Lender, the Committed Lender, the Administrative Agent, the Collateral Agent, the Liquidity Agent, any such Person Liquidity Lender, the Letter of Credit Agent or any Letter of Credit Provider or any of their respective officers, directors, employees, attorneys, agents or representatives (each, an "Indemnified Person") may have hereunder hereunder, or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each of the Lenders, the Related CP Issuer, each Managing Agent, the MERS agent, the Administrative Agent, any Affected Party, their respective successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, Person from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of them the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all legal costs and expenses arising out of or relating incurred in connection with disputes between or among any parties to this Agreement or any Transaction Document or the exercise or performance of any of its or their powers or dutiesthe Related Documents; provided, in respect of that the Borrower shall not be liable for any Mortgage Loan or Take-Out Commitment, or related in any way indemnification to its or their possession of, or dealings with, the Collateral, excluding, however, an Indemnified Amounts Person to the extent resulting that any such Indemnified Amount results from such Indemnified Person's gross negligence or willful misconduct on the part or breach of such Indemnified Partyits obligations under a Related Document.