Borrowers Indemnities. 118 26. Currency Of Account And Payment............................................................... 118 27. Payments...................................................................................... 119 28. Set-Off....................................................................................... 121 29. Sharing....................................................................................... 121 30. The Agent, The Arrangers And The Banks........................................................ 122 31.
Borrowers Indemnities. EXCEPT FOR THOSE LOSSES, COSTS, DAMAGES, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, OR ITS AGENTS OR EMPLOYEES, BORROWER HEREBY AGREES TO INDEMNIFY AND HOLD LENDER AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES FREE AND HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COST, DAMAGE OR EXPENSE WHICH LENDER AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES MAY INCUR UNDER OR BY REASON OF THIS ASSIGNMENT OR IN RELATION TO THE ASSIGNMENT PROPERTY, OR FOR ANY ACTION TAKEN BY LENDER OR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES HEREUNDER, OR BY REASON OR IN DEFENSE OF ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST LENDER AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES ARISING OUT OF THE LEASES OR THE LEASE GUARANTIES, INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, ANY CLAIM BY ANY LESSEE OF CREDIT FOR RENTS PAID TO AND RECEIVED BY BORROWER, BUT NOT DELIVERED TO LENDER OR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES, FOR ANY PERIOD UNDER ANY LEASE MORE THAN ONE (1) MONTH IN ADVANCE OF THE DUE DATE THEREOF. IF LENDER OR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES INCURS ANY SUCH LIABILITY, LOSS, COST, DAMAGE OR EXPENSE, THE AMOUNT THEREOF, INCLUDING REASONABLE ATTORNEYS' FEES, WITH INTEREST THEREON AT THE DEFAULT RATE SPECIFIED IN THE NOTE, SHALL BE PAYABLE BY BORROWER TO LENDER IMMEDIATELY, WITHOUT DEMAND AND SHALL BE SECURED BY ALL SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE INDEBTEDNESS AND THE OBLIGATIONS, INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, THE LIEN AND SECURITY INTEREST OF THE DEED OF TRUST; PROVIDED, HOWEVER, THAT THE RENTS ARE NOT AND SHALL NOT BE SECURITY FOR THE LIABILITY OF BORROWER, IF ANY, UNDER THIS SECTION.
Borrowers Indemnities. 25.1 BORROWERS' INDEMNITY The Borrowers, acting through the Relevant Obligor, undertake to indemnify:
25.1.1 each Finance Party against any cost, claim, loss, expense (including legal fees) or liability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
25.1.2 each Bank against any cost or loss it may suffer under Clause 23.5 (Banks' Liabilities for Costs) or Clause 30.5 (Indemnification); and
25.1.3 each Bank against any cost or loss it may suffer or incur as a result of its funding or making arrangements to fund its portion of a Revolving Advance requested by any Borrower but not made by reason of the operation of any one or more of the provisions hereof.
Borrowers Indemnities. Without limiting any other rights ----------------------- which any of the Collateral Agent, the Deal Agent, any Deal Co-Agent (solely in its capacity as Deal Co-Agent), any Managing Agent, any Lender or any of their respective successors and assigns (each, an "Indemnified Party") may have ------------------ hereunder or under applicable law, the Borrower hereby agrees to defend and indemnify each Indemnified Party from and against any and all costs, expenses, losses, damages, claims and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") -------------------- arising out of or resulting from this Credit Agreement, any Pledged Contract or any other Facility Document, or any transaction contemplated hereby or thereby, or from any action taken, or failure to take any action by the Borrower with respect to this Credit Agreement, any Pledged Contract or any other Facility Document, including, but not limited to, any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising as a result of or otherwise in connection with:
(a) the failure of the Custodian to maintain in the portion of its files dedicated to Pledged Contracts, all original copies of each such Pledged Contract (other than in the case of any Contracts not required to be in Contract Files pursuant to Section 4.02(v)); ---------------
(b) any breach by the Borrower of any of its representations, warranties, covenants or other obligations under this Credit Agreement or any other Facility Document;
(c) the failure to vest in the Borrower a first priority perfected ownership interest in the Collateral, free and clear of any Lien (other than the Primary Lien, and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances), or the failure to vest in the Collateral Agent a first priority perfected security interest in the Collateral for the benefit of itself, the Deal Agent, the Managing Agent and the Lenders, in each case free and clear of any Lien (other than the Primary Lien and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances);
(d) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to perfection of interests in any Collateral, whether at t...
Borrowers Indemnities. 13.1 The Borrower agrees to pay all attorney’s fees and disbursements and all other actual costs and expenses which may be incurred by the Lender in the enforcement of its rights under the Facility Documents.
13.2 The Borrower shall forthwith indemnify and keep indemnified the Lender and each of its affiliates and (as applicable) all of its directors, officers employees, representatives and advisors and their respective heirs, successors and assigns, promptly on demand at any time and from time to time against any all losses, claims, reasonable costs, and damages (whether direct, general or special, absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including interests and penalties with respect thereto and out-of-pocket expenses, including attorneys’ and accountants’ fees and disbursements including stamp duty, penalty and court fees, or other liability (“Loss”) that the Lender may incur or suffer on account of any breach by the Borrower of any of the terms and conditions of the Facility Documents; any misrepresentation made by the Borrower in the Facility Documents; any claim, demand, suit or legal proceedings being made and established by any person or Authority found interested legally or equitably in the Security described in the Loan Agreement / these General Conditions; the Lender preserving or attempting to preserve or enforcing or attempting to enforce any rights under any of the Facility Documents or the occurrence or continuance of any Event of Default or Potential Event of Default; Customs/ import duties, stamp, registration and similar taxes or charges which may be payable in connection with the entry into, performance or enforcement of any of the Facility Documents (including penalties for late payment); and any litigation initiated by any person, including the Borrower which questions the terms and conditions of the Facility Documents directly or indirectly or wherein question involved arises out of or is incidental to the terms and conditions of the Facility Documents.
Borrowers Indemnities. Borrower shall indemnify, protect, defend Lender and each of its stockholders, directors, officers, employees and agents (each, a “Lender Party” and collectively the “Lender Parties”) and hold Lender Parties harmless from and against any and all actions, suits, losses, liabilities, damages, claims, costs and expenses of any kind whatsoever (including reasonable attorney’s fees and disbursements) actually paid, incurred or suffered by or asserted against the relevant Lender Party (irrespective of whether such Lender Party is a party to the action for which indemnification is sought) (collectively, “Losses”) as a result of or arising out of:
(a) any matter financed or expected to be financed with the proceeds of the Loan;
(b) the entering into and performance of this Agreement and any other Loan Document by any of Lender Parties (including any action brought by or on behalf of Borrower or any other party as the result of any determination by Lender pursuant to this Agreement not to fund any Advance);
(c) any injury, damage or liability to persons or property at or about the Property or otherwise occurring in connection with the construction of the Project or the ownership, operation or maintenance of the Property;
(d) the construction of the relationship between Lender and Borrower contrary to Section 12.13 below; and
(e) any claim of a broker’s or finder’s fee against Lender by any person or entity in connection with any of the transactions herein contemplated, except for any such indemnified liabilities arising for the account of a particular Lender Party by reason of the relevant Lender Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Borrower acknowledges that the indemnified Lender Parties may defend any matter covered by the above indemnification by counsel of the relevant Lender Party’s choice, and the costs of such defense (including reasonable attorney’s fees) are part of the costs covered by the indemnity; provided, that the foregoing indemnification obligations set forth in (a)-(e) above shall not include any obligation to indemnify any Lender Party for Losses sustained or incurred by such Lender Party as a result of such Lender Party’s gross negligence or willful misconduct. The foregoing inde...
Borrowers Indemnities. 24.1 Borrower's Indemnity The Borrower undertakes to indemnify:
24.1.1 each Finance Party against any cost, claim, loss, expense (including legal fees) or liability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
24.1.2 each Bank against any cost or loss it may suffer under Clause 22.5 (Banks' Liabilities for Costs) or Clause 29.6 (Indemnification); and
24.1.3 each Bank against any cost or loss it may suffer or incur as a result of its funding or making arrangements to fund its portion of an Advance requested by the Borrower but not made by reason of the operation of any one or more of the provisions hereof. 105
Borrowers Indemnities. 24.1 BORROWER'S INDEMNITY The Borrower undertakes to indemnify:
24.1.1 each Finance Party against any cost, claim, loss, expense (including legal fees) or liability together with any VAT thereon which it may sustain or incur as a consequence of the occurrence of any Event of Default;
24.1.2 the Facility Agent against any cost or loss it may suffer or incur as a result of its entering into, or performing, any foreign exchange contract for the purposes of Clause 26 (PAYMENTS);
24.1.3 each Bank against any cost or loss it may suffer under Clause 22.5 (BANKS' LIABILITIES FOR COSTS) or Clause 29.5 (INDEMNIFICATION);
24.1.4 each Bank against any cost or loss it may suffer or incur as a result of its funding or making arrangements to fund its portion of an Advance requested by the Borrower but not made as a result of the operation of this Agreement;
24.1.5 each Bank against any loss it may suffer or incur as a result of its funding its portion of any Advance by reason of Clause 3.3 (DRAWDOWN CONDITIONS).
24.2 CURRENCY INDEMNITY If any sum (a "SUM") due from an Obligor under this Agreement or any order, judgment given or made in relation hereto has to be converted from the currency (the "FIRST CURRENCY") in which such Sum is payable into another currency (the "SECOND CURRENCY") for the purpose of:
24.2.1 making or filing a claim or proof against an Obligor;
24.2.2 obtaining or enforcing an order, judgment in any court or other tribunal; the Borrower shall indemnify each person to whom such Sum is due from and against any loss suffered or incurred as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert such Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to such person at the time of receipt of such Sum.
Borrowers Indemnities. On demand, the Borrower shall indemnify the Agent and the Lenders against any loss, cost, charge, liability or expense the Agent and the Lenders (or any officer or employee of the Agent or the Lenders) may sustain or incur arising out of or in relation to the Project or any Transaction Document including, without limitation, as a consequence of:
(a) the occurrence of any Event of Default; or
(b) an Advance requested in a Drawdown Notice not being provided because of a failure by the Borrower to fulfil any condition precedent but excluding any default by the Agent or the Lender; or
(c) any amount payable by the Borrower under any Financing Document not being paid when due (whether by prepayment, acceleration or otherwise) other than pursuant to clauses 16.4 or 16.5, but with credit given for any default interest payable; or
(d) all or any part of any Advance being repaid or becoming repayable other than on the last day of an Interest Period applicable to that Advance, Subject to paragraph (d) above, without limitation the indemnity will cover any amount determined by the Agent or the Lenders as the case may be to be incurred by reason of the liquidation or re-employment of deposits or other funds acquired or contracted for by the Agent or the Lenders to fund or maintain any Advance or other amount, and by reason of the reversing or termination of any agreement or arrangement entered into by the Agent or the Lenders to hedge, fix or limit its effective cost of funding or maintaining any Advance or other amount.
Borrowers Indemnities. 27.1 Parent's Indemnity The Parent undertakes to indemnify the Bank against:
27.1.1 any reasonable cost, claim, loss, expense (including legal fees) or liability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by the Parent in the performance of any of the obligations expressed to be assumed by it in this Agreement;
27.1.2 any cost or loss it may suffer or incur as a result of its entering into, or performing, any foreign exchange contract for the purposes of Clause 4 (Multicurrency Option);
27.1.3 any cost or loss it may suffer or incur as a result of its funding or making arrangements to fund an Advance or its issuing or making arrangements to issue a Letter of Credit requested by the Parent but not made or issued by reason of the operation of any one or more of the provisions hereof; and
27.1.4 any loss it may suffer or incur as a result of any change to the Interest Period or the currency of any Advance as a result of the operation of this Agreement;
27.1.5 any sum paid or due and payable by the Bank in connection with such Letter of Credit; and
27.1.6 all liabilities, costs (including, without limitation, any costs incurred in funding any amount which falls due from such Bank in connection with such Letter of Credit), claims, losses and expenses which such Bank may at any time incur or sustain in connection with any Letter of Credit.
