Common use of ERISA Indemnification Clause in Contracts

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement.

Appears in 22 contracts

Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc), Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)

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ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 4.2 or Section 5.18 of this Agreement5.9.

Appears in 13 contracts

Samples: Mortgage and Security Agreement (Butler International Inc /Md/), Mortgage and Security Agreement (Pennsylvania Real Estate Investment Trust), Mortgage and Security Agreement (Pennsylvania Real Estate Investment Trust)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.7 or Section 5.18 4.19 of this Agreement.

Appears in 11 contracts

Samples: Loan Agreement (Priam Properties Inc.), Loan Agreement, Loan Agreement (Condor Hospitality Trust, Inc.)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 4.2 or Section 5.18 of this Agreement5.9 or Subsection 4.3(p).

Appears in 5 contracts

Samples: Mortgage and Security Agreement (Alexanders Inc), Consolidation, Modification, Spreader and Extension Agreement (Unitel Video Inc/De), Mortgage and Security Agreement (Cedar Income Fund LTD /Md/)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 4.2 or Section 5.18 of this Agreement5.9.

Appears in 5 contracts

Samples: Deed of Trust and Security Agreement (American Assets Trust, Inc.), Deed of Trust and Security Agreement (American Assets Trust, Inc.), Deed of Trust and Security Agreement (American Assets Trust, Inc.)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction transaction, or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.7 or Section 5.18 4.19 of this Agreement.

Appears in 4 contracts

Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement5.9.

Appears in 4 contracts

Samples: Security Agreement, Mortgage and Security Agreement (Paladin Realty Income Properties Inc), Mortgage Modification Agreement (Sun Communities Inc)

ERISA Indemnification. Subject to Article 13, Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties Persons from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.7 or Section 5.18 4.19 of this Agreement.

Appears in 4 contracts

Samples: Loan Agreement (American Finance Trust, Inc), Loan Agreement (American Realty Capital New York City REIT, Inc.), Loan Agreement (American Realty Capital New York City REIT, Inc.)

ERISA Indemnification. Borrower shall, at its Borrower’s sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in LenderBank’s sole and absolute discretion) that the Indemnified Parties Bank may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement5.17 hereof.

Appears in 3 contracts

Samples: Loan Agreement (City Office REIT, Inc.), Loan Agreement (City Office REIT, Inc.), Loan Agreement (City Office REIT, Inc.)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in LenderLxxxxx’s sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement5.9.

Appears in 2 contracts

Samples: Mortgage and Security Agreement (Sun Communities Inc), Mortgage and Security Agreement (Sun Communities Inc)

ERISA Indemnification. Borrower Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement5.9.

Appears in 2 contracts

Samples: Real Estate Purchase Agreement (Cv Reit Inc), Loan and Credit Facility Agreement (Cv Reit Inc)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction transaction, or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in LenderAdministrative Agent’s sole discretion) that the Indemnified Parties Administrative Agent and/or Lenders may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.7 or Section 5.18 4.19 of this Agreement.

Appears in 2 contracts

Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 4.2 or Section 5.18 of this Agreement5.9.

Appears in 2 contracts

Samples: Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (Glimcher Realty Trust), Open End Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (Glimcher Realty Trust)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement.

Appears in 2 contracts

Samples: Loan Agreement (MVP REIT, Inc.), Loan Agreement (MVP REIT II, Inc.)

ERISA Indemnification. Borrower shall, at its sole cost and --------------------- expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, including reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 4.2 or Section 5.18 of this Agreement5.9 hereof.

Appears in 1 contract

Samples: Variable Interest Rate Deed of Trust (Kilroy Realty Corp)

ERISA Indemnification. Borrower Borrowers shall, jointly and severally, at its their sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.7 or Section 5.18 4.19 of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Glimcher Realty Trust)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in LenderLxxxxx’s sole discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Stirling Hotels & Resorts, Inc.)

ERISA Indemnification. Borrower shall, at its Borrower’s sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable including attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in any Lender’s sole discretion) that the Indemnified Parties such Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.1(nn) or Section 5.18 of this Agreement5.30.

Appears in 1 contract

Samples: Loan Agreement (Summit Hotel Properties, LLC)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in LenderLxxxxx’s sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.7 or Section 5.18 4.19 of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Istar Inc.)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 4.2 or Section 5.18 of this Agreement5.9 or Subsection 4.3(p).

Appears in 1 contract

Samples: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Talon Real Estate Holding Corp.)

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ERISA Indemnification. Borrower Borrowers shall, at its their sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.7 or Section 5.18 4.19 of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (STAG Industrial, Inc.)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in LenderAdministrative Agent’s sole discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.7 or Section 5.18 4.19 of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Alexanders Inc)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in LenderXxxxxx’s sole discretion) that the any Indemnified Parties Party may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.15 or Section 5.18 4.22 of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Silver Star Properties Reit, Inc)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all actual Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 3.7 or Section 5.18 4.19 of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement5.7.

Appears in 1 contract

Samples: Mortgage, Security Agreement and Absolute Assignment of Leases and Rents (Lakes Entertainment Inc)

ERISA Indemnification. To the extent applicable, Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 5.19 of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Inland Western Retail Real Estate Trust Inc)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections or Section 5.18 of this Agreementor Subsection (p).

Appears in 1 contract

Samples: Mortgage and Security Agreement (Baker J Inc)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement5.9.

Appears in 1 contract

Samples: Mortgage and Security Agreement (Venturian Corp)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against against, any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of op Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement5.9.

Appears in 1 contract

Samples: Assumption and Release Agreement (Blue Ridge Real Estate Co)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 4.2 or Section 5.18 of this Agreement5.9.

Appears in 1 contract

Samples: Loan Agreement (Price Enterprises Inc)

ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any an), and all Losses (including, without limitation, reasonable ; attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s Xxxxxx's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 Sections 4.2 or Section 5.18 of this Agreement5.9.

Appears in 1 contract

Samples: Deed of Trust and Security Agreement (Hartman Commercial Properties Reit)

ERISA Indemnification. Borrower shall, at its sole cost and --------------------- expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s 's sole discretion) that the Indemnified Parties Lender may incur, directly or indirectly, as a result of a default under Section 4.9 or Section 5.18 of this Agreement5.9.

Appears in 1 contract

Samples: Deed of Trust and Security Agreement (Archon Corp)

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