Credit Support Indemnification Sample Clauses

Credit Support Indemnification. (a) Credit Support Indemnification. Each Partner (the “Credit Support Indemnitor”) shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and defend the Partnership and each other Partner (the “Credit Support Indemnitee”) to the extent the Credit Support Indemnitee or any Person providing Credit Support on behalf of the Credit Support Indemnitee pays more than its share of any claim on Credit Support provided or arranged by the Credit Support Indemnitee for which the Partnership, the Partners and/or their respective Affiliates are jointly and/or severally liable to the extent the Credit Support Indemnitor or any Person providing Credit Support on behalf of the Credit Support Indemnitor has paid less than its share of such claim (regardless of whether the Credit Support Indemnitor provided any Credit Support). A Partner’s share of such claim shall be equal to such Partner’s Percentage Interest as of the time such claim was made; provided, however, to the extent such claim is caused, contributed to or exacerbated by the fraud, willful misconduct or gross negligence of a Partner or its Covered Person or the breach of this Agreement by such Partner (unless, in any such event, with respect to the securitization of the Bank of America Loan and any Credit Support with respect thereto, General Partner and any Covered Person acted in accordance with the Performance Standard), such Partner’s share shall be one hundred percent (100%). For the avoidance of doubt, no Partner (or the Guarantor applicable to such Partner under the joinders delivered in connection with this Agreement) shall be obligated to indemnify a Credit Support Indemnitee in connection with claims on Credit Support to the extent caused, contributed to or exacerbated by the fraud, willful misconduct or gross negligence of such Credit Support Indemnitee or its Covered Person.