Common use of Indemnification Costs and Expenses Clause in Contracts

Indemnification Costs and Expenses. To the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so, each Lender agrees to reimburse CITBC, against, and hold CITBC, harmless from, on demand, to the extent of each such Lender's Share of, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever (including, without limitation, disbursements necessary, in the judgment of CITBC, to preserve or protect the Collateral), that may at any time be imposed on, incurred by, or asserted against CITBC, in any way relating to this Financing Agreement, a Letter of Credit, the Letter of Credit Guaranties or any other Loan Document or other instrument relating to any of the foregoing, or the transactions contemplated thereby and hereby, or any action taken or omitted by CITBC, under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from CITBC's, gross negligence or willful misconduct. The covenants contained in this paragraph 8 shall survive the termination of this Financing Agreement.

Indemnification Costs and Expenses. To the extent not reimbursed by Borrower the Borrowers and without limiting the obligation of Borrower the Borrowers to do so, each Lender other than CITBC agrees to reimburse CITBC, against, and hold CITBC, harmless from, on demand, to the extent of each such Lender's Share Commitment Percentage of, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever (including, without limitation, disbursements necessary, in the judgment of CITBC, to preserve or protect the Collateral), that may at any time be imposed on, incurred by, or asserted against CITBC, in any way relating to this Financing Agreement, a Letter of Credit, the Letter of Credit Guaranties or any other Loan Document or other instrument relating to any of the foregoing, or the transactions contemplated thereby and herebyin this Article IX or in any Letter of Credit Guaranty, or any action taken or omitted by CITBC, under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from CITBC's, gross negligence or willful misconduct. The covenants contained in this paragraph 8 Section shall survive the termination of this Financing Agreement.

Indemnification Costs and Expenses. To The Borrower will (a) pay all reasonable out-of-pocket expenses, including, without limitation, any recording or filing fees, fees of title insurance companies in connection with recordings or filings, costs of mortgage insurance policies and endorsements thereof and mortgage registration taxes (or any similar fees or taxes), incurred by the extent Bank in connection with the administration of this Pledge and Security Agreement (whether or not reimbursed by Borrower the transactions hereby contemplated shall be consummated), the enforcement of the rights of the Bank in connection with this Pledge and Security Agreement and including, without limiting limitation, the obligation reasonable fees and disbursements of Borrower to do so, each Lender agrees to reimburse CITBC, againstcounsel for the Bank; (b) pay, and hold CITBCthe Bank harmless from and against, harmless from, on demand, any and all present and future stamp and other similar taxes with respect to the extent of each foregoing matters and save the Bank and Bank's officers, directors, and agents harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such Lendertaxes; and (c) indemnify, pay and hold harmless the Bank and Bank's Share ofofficers, directors, and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or expenses and disbursements of any kind whatsoever (the "Indemnified Liabilities") which may be imposed on, incurred by or asserted against them in any way relating to or arising out of this Pledge and Security Agreement or the Credit Agreement or any of the transactions contemplated hereby or thereby to the extent that any such Indemnified Liabilities result (directly or indirectly) from any claims made, or any actions, suits, or proceedings commenced or threatened, by or on behalf of the Borrower, including, without limitation, disbursements necessaryany creditor, security holder, shareholder, depositor, customer, director, officer, employee and/or agent thereof acting in the judgment of CITBC, to preserve or protect the Collateral), that may at any time be imposed on, incurred by, or asserted against CITBC, in any way relating to this Financing Agreement, a Letter of Credit, the Letter of Credit Guaranties or any other Loan Document or other instrument relating to any such capacity. The undertakings of the foregoing, or Borrower set forth in this Section shall survive the transactions contemplated thereby and hereby, or any action taken or omitted by CITBC, under or payment in connection with any full of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from CITBC's, gross negligence or willful misconduct. The covenants contained in this paragraph 8 shall survive Warehousing Note and the termination of this Financing Pledge and Security Agreement, the Credit Agreement and the other Loan Documents.

Indemnification Costs and Expenses. To the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so, each Lender agrees to reimburse CITBC, against, and hold CITBC, harmless from, on demand, to the extent of each such Lender's Share of, of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever (including, without limitation, disbursements necessary, in the judgment of CITBC, to preserve or protect the Collateral), that may at any time be imposed on, incurred by, or asserted against CITBC, in any way relating to this Financing Agreement, a Letter of Credit, the Letter of Credit Guaranties or any other Loan Document or other instrument relating to any of the foregoing, or the transactions contemplated thereby and hereby, or any action taken or omitted by CITBC, under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or 105 110 disbursements resulting from CITBC's, gross negligence or willful misconduct. The covenants contained in this paragraph 8 shall survive the termination of this Financing Agreement.