Common use of Costs; Indemnity Clause in Contracts

Costs; Indemnity. Borrower shall pay to Lender immediately upon demand the full amount of all costs and expenses, including reasonable attorneys’ fees, incurred by Lender in connection with (a) the negotiation, preparation and delivery of this Agreement and each of the documents executed in connection herewith, and all other costs and attorneys’ fees incurred by Lender for which Borrower is obligated to pay in accordance with the terms of the Loan Documents, and (b) any modifications of or consents or waivers under or amendments to or interpretations of this Agreement, the Note, or the other documents related thereto. Borrower further agrees to pay on demand all costs and expenses of Lender, if any, in connection with the enforcement (whether through negotiations, arbitration proceedings, legal proceedings or otherwise) of the documents relating to this transaction. Borrower further agrees to indemnify Lender and its employees and agents, from and hold them harmless against any and all losses, liabilities, claims, damages or expenses which any of them suffers or incurs as a result of Lender’s entering into this Agreement and the documents relating hereto, or the consummation of the transactions contemplated by this Agreement, or the use or contemplated use of the proceeds of the loan. IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PARTY. No such indemnified party, however, shall be entitled to be indemnified for its or his own gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnities shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors, or by an indemnified party and whether or not the transactions hereby are consummated. Borrower shall defend any claim for which an indemnified party is entitled to seek indemnity pursuant to the preceding sentence, and the indemnified party shall cooperate with the defense. The indemnified party may have separate counsel, and Borrower will pay the expenses and reasonable fees of such separate counsel if either counsel for Borrower or counsel for the indemnified party shall advise the indemnified party that the interests of both Borrower and the indemnified party with respect to such claim are or with reasonable certainty will become adverse. The agreements and obligations of Borrower contained in this Section shall survive payment in full of the Obligations.

Costs; Indemnity. Borrower shall The Grantor hereby agrees to pay within 30 days following demand to Lender immediately upon demand the full Collateral Agent the amount of any and all costs and reasonable expenses, including the reasonable attorneys’ fees, incurred by Lender disbursements and other reasonable charges of its counsel and, upon the occurrence and during the continuation of an Event of Default, of any experts or agents, which the Collateral Agent may incur in connection with (ai) the negotiation, preparation and delivery administration of this Agreement (including the customary fees and each charges of the documents executed in connection herewithCollateral Agent for any audits conducted by it or on its behalf with respect to the Receivables upon the occurrence and during the continuation of an Event of Default), and all (ii) the custody or preservation of, or the sale of, collection from or other costs and attorneys’ fees incurred by Lender for which Borrower is obligated to pay in accordance with the terms realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of the Grantor to perform or observe any of the provisions hereof. Without limitation of its indemnification obligations under the other Loan Documents, and (b) any modifications of or consents or waivers under or amendments to or interpretations of this Agreement, the Note, or the other documents related thereto. Borrower further agrees to pay on demand all costs and expenses of Lender, if any, in connection with the enforcement (whether through negotiations, arbitration proceedings, legal proceedings or otherwise) of the documents relating to this transaction. Borrower further Grantor agrees to indemnify Lender the Collateral Agent, its affiliates and its employees their respective officers, directors, employees, advisors, agents and agentsthe control persons (each, from an "Indemnitee") against, and hold each of them harmless against from, any and all losses, liabilitiesclaims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not 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 by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or such Indemnitee's agents or affiliates. Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. Notwithstanding any other provision of this Agreement, neither the Collateral Agent nor any other Indemnitee shall be liable for any damages arising from the use by others of information or expenses which other materials obtained through electronic, telecommunications or other information transmission systems or for any indirect, special, punitive or consequential damages in connection with its activities hereunder or related to the Collateral. The provisions of them suffers or incurs as a result this Section shall remain operative and in full force and effect regardless of Lender’s entering into the termination of this Agreement and the documents relating heretoor any other Loan Document, or the consummation of the transactions contemplated by hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this AgreementAgreement or any other Loan Document, or the use any investigation made by or contemplated use on behalf of the proceeds of the loanCollateral Agent or any Lender. IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PARTY. No such indemnified party, however, shall be entitled to be indemnified for its or his own gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnities shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors, or by an indemnified party and whether or not the transactions hereby are consummated. Borrower shall defend any claim for which an indemnified party is entitled to seek indemnity pursuant to the preceding sentence, and the indemnified party shall cooperate with the defense. The indemnified party may have separate counsel, and Borrower will pay the expenses and reasonable fees of such separate counsel if either counsel for Borrower or counsel for the indemnified party shall advise the indemnified party that the interests of both Borrower and the indemnified party with respect to such claim are or with reasonable certainty will become adverse. The agreements and obligations of Borrower contained in All amounts due under this Section shall survive payment in full of the Obligationsbe payable on written demand therefor.

Costs; Indemnity. Borrower shall pay The Pledgor hereby agrees to Lender immediately pay, upon demand demand, to the full Security Agent the amount of any and all costs and reasonable expenses, including the reasonable attorneys’ fees, incurred by Lender disbursements and other reasonable charges of its counsel and of any experts or agents, which the Security Agent may incur in connection with (ai) the negotiationexecution, preparation and delivery or administration of this Agreement (including the costs of any search, filing, recording or registration fee, taxes, stamp taxes, excise taxes and each similar imposts), (ii) the retaking, custody or preservation of, preparation for sale, sale of, collection from or other realization upon, any of the documents executed Pledge Agreement Collateral and the like (and attorneys’, expert witnesses’ and consultants’ fees and disbursements related thereto or incurred in connection herewithwith any appeal, the enforcement of any judgment, or any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings involving the Pledgor that in any way affect the exercise by the Security Agent of its rights and all other costs and attorneys’ fees incurred by Lender for which Borrower is obligated to pay in accordance with remedies hereunder), (iii) the terms exercise, enforcement or protection of any of the rights of the Security Agent hereunder or (iv) the failure of the Pledgor to perform or observe any of the provisions hereof. Without limitation of its indemnification obligations under the other Loan Documents, and (b) any modifications of or consents or waivers under or amendments to or interpretations of this Agreement, the Note, or the other documents related thereto. Borrower further agrees to pay on demand all costs and expenses of Lender, if any, in connection with the enforcement (whether through negotiations, arbitration proceedings, legal proceedings or otherwise) of the documents relating to this transaction. Borrower further Pledgor agrees to indemnify Lender the Security Agent, its affiliates and its employees their respective officers, directors, employees, advisors, agents and agentsthe control persons (each, from an “Indemnitee”) against, and hold each of them harmless against from, any and all losses, liabilitiesclaims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or the transactions contemplated hereby or any claim, litigation, investigation or proceeding relating hereto, to any such transaction or to any Pledge Agreement Collateral, whether or not 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 by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby. Notwithstanding any other provision of this Agreement, neither the Security Agent nor any other Indemnitee shall be liable for any damages arising from the use by others of information or expenses which other materials obtained through electronic, telecommunications or other information transmission systems or for any indirect, special, punitive or consequential damages in connection with its activities hereunder or related to the Pledge Agreement Collateral. The provisions of them suffers or incurs as a result this Section shall remain operative and in full force and effect regardless of Lender’s entering into the termination of this Agreement and the documents relating heretoor any other Operative Agreement, or the consummation of the transactions contemplated by hereby, the repayment of any of the Advances, the invalidity or unenforceability of any term or provision of this Agreement or any other Operative Agreement, or the use any investigation made by or contemplated use on behalf of the proceeds of the loanSecurity Agent or any Lender. IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PARTY. No such indemnified party, however, shall be entitled to be indemnified for its or his own gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnities shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors, or by an indemnified party and whether or not the transactions hereby are consummated. Borrower shall defend any claim for which an indemnified party is entitled to seek indemnity pursuant to the preceding sentence, and the indemnified party shall cooperate with the defense. The indemnified party may have separate counsel, and Borrower will pay the expenses and reasonable fees of such separate counsel if either counsel for Borrower or counsel for the indemnified party shall advise the indemnified party that the interests of both Borrower and the indemnified party with respect to such claim are or with reasonable certainty will become adverse. The agreements and obligations of Borrower contained in All amounts due under this Section shall survive payment be payable on written demand therefor and shall bear interest at the rate specified in full Section 3.2.2 of the ObligationsCredit Agreement.

Costs; Indemnity. Borrower shall pay to Lender immediately upon demand reimburse Agent, on demand, for all of the full amount of following ("Costs"): all costs and expenses, including reasonable attorneys’ fees' fees and all reasonable and customary filing, recording, search, title insurance, appraisal, audit, and other costs incurred by Lender in connection with (a) the negotiationAgent, preparation and delivery of this Agreement and each of the documents executed in connection herewith, and all other costs and attorneys’ fees incurred by Lender for which Borrower is obligated to pay in accordance with the terms of the Loan Documents, and (b) any modifications of or consents or waivers under or amendments to or interpretations of this Agreement, the Note, or the other documents related thereto. Borrower further agrees to pay on demand all costs and expenses of Lender, if anypursuant to, in connection with the with, or relating to this Agreement or its enforcement (whether through negotiationsor not any lawsuit is filed), arbitration proceedingsincluding, legal proceedings or otherwise) of the documents but not limited to, any reasonable attorneys' fees and costs Agent incurs relating to this transaction. Borrower further agrees to indemnify Lender the preparation and its employees and agents, from and hold them harmless against any and all losses, liabilities, claims, damages or expenses which any negotiation of them suffers or incurs as a result of Lender’s entering into this Agreement and the documents relating heretoto this Agreement. Agent shall provide an itemized statement of Costs to Borrower, if so requested by Borrower. If either Agent, a Lender or a Pledgor files any lawsuit against the consummation other predicated on a breach of the transactions contemplated by this Agreement, or the use or contemplated use of the proceeds of the loan. IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PARTY. No prevailing party in such indemnified party, however, action shall be entitled to be indemnified recover its reasonable costs, including (but not limited to) reasonable attorneys' fees incurred in connection therewith. Each Pledgor shall indemnify Agent and the Lenders for its any losses, claims, actions, causes of action, penalties, and reasonable costs and expenses (including reasonable attorneys' fees), which Agent or his own any other Lender may sustain or incur based upon, arising out of, or relating to this Agreement, any of the Obligations, any of the Loans, or any other present or future documents or agreements relating hereto or contemplated hereby, except any such amounts sustained or incurred as the result of the gross negligence or willful misconduct. In misconduct of the case person to be indemnified or any of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnities shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditorsofficers, employees, agents, attorneys, or by an indemnified party and whether any other person affiliated with or not the transactions hereby are consummated. Borrower shall defend any claim for which an indemnified party is entitled to seek indemnity pursuant to the preceding sentence, and the indemnified party shall cooperate with the defenserepresenting such person. The indemnified party may have separate counsel, and Borrower will pay the expenses and reasonable fees of such separate counsel if either counsel for Borrower or counsel for the indemnified party shall advise the indemnified party that the interests of both Borrower and the indemnified party with respect to such claim are or with reasonable certainty will become adverse. The agreements and obligations of Borrower contained indemnity agreement set forth in this Section shall survive payment any termination of this Agreement and shall continue in full of the Obligationsforce and effect.

Costs; Indemnity. Borrower shall pay to Lender immediately upon demand the full amount of all costs and expenses, including reasonable attorneys’ fees, incurred by Lender in connection with (a) the negotiation, preparation and delivery of this Agreement and each of the documents executed in connection herewith, and all other costs and attorneys’ fees incurred by Lender for which Borrower is obligated to pay in accordance with the terms of the Loan Documents, and (b) any modifications of or consents or waivers under or amendments to or interpretations of this Agreement, the Note, or the other documents related thereto. Borrower further agrees a. Sellers agree to pay on demand (i) all reasonable out-of-pocket costs and expenses of Buyer in connection with the preparation, execution, delivery, modification and amendment of the Program Documents (including, without limitation, (A) all collateral review and UCC search and filing fees and expenses and (B) the reasonable fees and expenses of counsel for Buyer with respect to advising Buyer as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement, with respect to negotiations with Sellers or with other creditors of Sellers or any of their Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of Lender, if any, Buyer in connection with the enforcement of this Agreement (including any waivers), whether through negotiationsin any action, arbitration proceedingssuit or litigation, legal proceedings any bankruptcy, insolvency or otherwiseother similar proceeding affecting creditors' rights generally (including, without limitation, the reasonable fees and expenses of counsel for Buyer) of whether or not the documents relating to this transaction. Borrower further agrees transactions contemplated hereby are consummated. x. Xxxxxxx agree to indemnify Lender and hold harmless Buyer and each of its employees respective Affiliates and agentstheir officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and hold them harmless against (and will reimburse each Indemnified Party as the same is incurred) any and all claims, damages, losses, liabilitiesliabilities and expenses (including, claimswithout limitation, damages reasonable fees and expenses of counsel and allocated costs of internal counsel) that may be incurred by or expenses which asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or other proceeding (whether or not such Indemnified Party is a party thereto) relating to, resulting from or arising out of any of them suffers the Program Documents and all other documents related thereto, any breach of a representation or incurs as a result warranty of Lender’s entering into Sellers or any of their officers in this Agreement or any other Program Document, and all actions taken pursuant thereto) (i) the documents relating heretoTransactions, the actual or the consummation of the transactions contemplated by this Agreement, or the use or contemplated proposed use of the proceeds of the loan. IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO LOSSESTransactions, LIABILITIESthis Agreement or any of the transactions contemplated thereby, CLAIMSincluding, DAMAGES OR EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PARTY. No without limitation, any acquisition or proposed acquisition, (ii) the actual or alleged presence of hazardous materials on any Property or any environmental action relating in any way to any Property, or (iii) the actual or alleged violation of any federal, state, municipal or local predatory lending laws except to the extent such indemnified partyclaim, howeverdamage, shall be entitled loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to be indemnified for its or his own have resulted from such Indemnified Party's gross negligence or willful misconductmisconduct or is the result of a claim made by Sellers against the Indemnified Party, and Sellers are ultimately the successful parties in any resulting litigation or arbitration. In Sellers also agree not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the case Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. c. Without limitation on the provisions of Section 4, if any payment of the Repurchase Price of any Transaction is made by any Seller other than on the then scheduled Repurchase Date thereto as a result of an investigationacceleration of the Repurchase Date pursuant to Section 19 or for any other reason, litigation such Seller shall, except as otherwise provided in Sections 15(c) and 24, upon demand by Buyer, pay to Buyer any Breakage Costs incurred as of a result of such payment. d. If Sellers fail to pay when due any costs, expenses or other proceeding to which the indemnity in amounts payable by it under this Section appliesAgreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such indemnities shall amount may be effective whether or not such investigationpaid on behalf of Sellers by Buyer, litigation or proceeding is brought by Borrower, in its directors, shareholders or creditors, or by an indemnified party and whether or not the transactions hereby are consummated. Borrower shall defend any claim for which an indemnified party is entitled to seek indemnity pursuant sole discretion. e. Without prejudice to the preceding sentencesurvival of any other agreement of Sellers hereunder, and the indemnified party shall cooperate with the defense. The indemnified party may have separate counsel, and Borrower will pay the expenses and reasonable fees of such separate counsel if either counsel for Borrower or counsel for the indemnified party shall advise the indemnified party that the interests of both Borrower and the indemnified party with respect to such claim are or with reasonable certainty will become adverse. The agreements easements and obligations of Borrower Sellers contained in this Section shall survive the payment in full of the ObligationsRepurchase Price and all other amounts payable hereunder and delivery of the Purchased Assets by Buyer against full payment therefor.

Costs; Indemnity. Borrower shall pay to Lender immediately upon demand the full amount of all costs and expenses, including reasonable attorneys’ fees, incurred by Lender in connection with (a) the negotiation, preparation and delivery of this Agreement and each of the documents executed in connection herewith, and all other costs and attorneys’ fees incurred by Lender for which Borrower is obligated to pay in accordance with the terms of the Loan Documents, and (b) any modifications of or consents or waivers under or amendments to or interpretations of this Agreement, the Note, or the other documents related thereto. Borrower further agrees a. Sellers agree to pay on demand (i) all reasonable out-of-pocket costs and expenses of Buyer in connection with the preparation, execution, delivery, modification and amendment of the Program Documents (including, without limitation, (A) all collateral review and UCC search and filing fees and expenses and (B) the reasonable fees and expenses of counsel for Buyer with respect to advising Buyer as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement, with respect to negotiations with Sellers or with other creditors of Sellers or any of their Subsidiaries arising out of any Default or any events or circumstances that may arise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of Lender, if any, Buyer in connection with the enforcement of this Agreement (including any waivers), whether through negotiationsin any action, arbitration proceedingssuit or litigation, legal proceedings any bankruptcy, insolvency or otherwiseother similar proceeding affecting creditors' rights generally (including, without limitation, the reasonable fees and expenses of counsel for Buyer) of whether or not the documents relating to this transaction. Borrower further agrees transactions contemplated hereby are consummated. x. Xxxxxxx agree to indemnify Lender and hold harmless Buyer and each of its employees respective Affiliates and agentstheir officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and hold them harmless against (and will reimburse each Indemnified Party as the same is incurred) any and all claims, damages, losses, liabilitiesliabilities and expenses (including, claimswithout limitation, damages reasonable fees and expenses of counsel and allocated costs of internal counsel) that may be incurred by or expenses which asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or other proceeding (whether or not such Indemnified Party is a party thereto) relating to, resulting from or arising out of any of them suffers the Program Documents and all other documents related thereto, any breach of a representation or incurs as a result warranty of Lender’s entering into Sellers or any of their officers in this Agreement or any other Program Document, and all actions taken pursuant thereto) (i) the documents relating heretoTransactions, the actual or the consummation of the transactions contemplated by this Agreement, or the use or contemplated proposed use of the proceeds of the loan. IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO LOSSESTransactions, LIABILITIESthis Agreement or any of the transactions contemplated thereby, CLAIMSincluding, DAMAGES OR EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PARTY. No without limitation, any acquisition or proposed acquisition, (ii) the actual or alleged presence of hazardous materials on any Property or any environmental action relating in any way to any Property, or (iii) the actual or alleged violation of any federal, state, municipal or local predatory lending laws except to the extent such indemnified partyclaim, howeverdamage, shall be entitled loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to be indemnified for its or his own have resulted from such Indemnified Party's gross negligence or willful misconductmisconduct or is the result of a claim made by Sellers against the Indemnified Party, and Sellers are ultimately the successful party in any resulting litigation or arbitration. In Sellers also agree not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the case Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. c. Without limitation on the provisions of Section 4, if any payment of the Repurchase Price of any Transaction is made by any Seller other than on the then scheduled Repurchase Date thereto as a result of an investigationacceleration of the Repurchase Date pursuant to Section 19 or for any other reason, litigation such Seller shall, except as otherwise provided in Sections 15(c) and 24, upon demand by Buyer, pay to Buyer any Breakage Costs incurred as of a result of such payment. d. If Sellers fail to pay when due any costs, expenses or other proceeding to which the indemnity in amounts payable by it under this Section appliesAgreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such indemnities shall amount may be effective whether or not such investigationpaid on behalf of Sellers by Buyer, litigation or proceeding is brought by Borrower, in its directors, shareholders or creditors, or by an indemnified party and whether or not the transactions hereby are consummated. Borrower shall defend any claim for which an indemnified party is entitled to seek indemnity pursuant sole discretion. e. Without prejudice to the preceding sentencesurvival of any other agreement of Sellers hereunder, and the indemnified party shall cooperate with the defense. The indemnified party may have separate counsel, and Borrower will pay the expenses and reasonable fees of such separate counsel if either counsel for Borrower or counsel for the indemnified party shall advise the indemnified party that the interests of both Borrower and the indemnified party with respect to such claim are or with reasonable certainty will become adverse. The agreements easements and obligations of Borrower Sellers contained in this Section shall survive the payment in full of the ObligationsRepurchase Price and all other amounts payable hereunder and delivery of the Purchased Assets by Buyer against full payment therefor.