Funding Indemnities. The Borrower will indemnify the Lender against, and on demand reimburse the Lender for, any loss, premium, penalty or expense which the Lender may pay or incur (including, without limitation, any loss or expense incurred by reason of the relending, depositing or other employment of funds acquired by the Lender to fund any Loan) as a result of any acceleration of any Loan pursuant to Section 9.02 hereof. The Lender shall furnish the Borrower with a certificate setting forth the basis for determining any additional amount to be paid to it hereunder, and such certificate shall be conclusive, absent manifest error, as to the contents thereof.
Funding Indemnities. 15.2.1 The Obligors shall, within three Business Days of demand, indemnify each Finance Party against, and shall pay to each Finance Party, any cost, loss or liability (other than consequential damages or opportunity costs) incurred by that Finance Party as a result of:
(a) the occurrence of any Default;
(b) any information produced or approved by the Borrower or any member of the Group under or in connection with the Finance Documents being misleading or deceptive in any respect;
(c) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor, or with respect to the transactions contemplated or financed under this Agreement;
(d) a failure by an Obligor to pay any amount due under a Finance Document on its due date;
(e) funding, or making arrangements to fund, its participation in a Utilisation requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of gross negligence or wilful default of that Finance Party alone);
(f) the Senior Facility Outstandings (or part thereof) not being paid, repaid or prepaid in accordance with the terms of this Agreement; or
(g) the taking, holding, protection or enforcement of any Transaction Security.
15.2.2 Each Obligor’s liability in each case includes any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document or any Utilisation.
Funding Indemnities. The Obligors shall, within three Business Days of demand, indemnify each Finance Party against, and shall pay to each Finance Party, any cost, loss or liability (other than consequential damages or opportunity costs) incurred by that Finance Party as a result of:
Funding Indemnities. 16 ARTICLE X GENERAL PROVISIONS 16 Section 10.01 Assignment. 16 Section 10.02 Amendments and Waivers. 17 Section 10.03 Notices. 17 Section 10.04 Expenses; Indemnification. 18 Section 10.05 Cumulative Rights; No Waiver. 18 Section 10.06 Counterparts; Integration; Effectiveness. 18 Section 10.07 Severability. 19 Section 10.08 Headings. 19 Section 10.09 GOVERNING LAW. 19 Section 10.10 Consent to Jurisdiction. 19 Section 10.11 Waiver of Venue. 19 Section 10.12 Service of Process. 19
Funding Indemnities. The Borrower agrees to indemnify each Bank and to hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans or C/D Rate Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans or C/D Rate Loans on a day which is not the last day of a Bank Loan Interest Period with respect thereto (including, without limitation, as the result of acceleration of such Loans pursuant to Section 12.2). Any Bank demanding indemnification for any loss or expense sustained or incurred by it pursuant to this Section 7.7(a) shall, at the time of such demand, deliver to the Borrower a certificate documenting in reasonable detail any such loss or expense. Each determination by a Bank of the amounts owing to it pursuant to this Section 7.7(a) shall be conclusive and binding on the Borrower and such Bank in the absence of manifest error.
Funding Indemnities. The Company will indemnify the ------------------- Bank against, and on demand reimburse the Bank for, any loss, premium, penalty or expense which the Bank may pay or incur (including, without limitation, any loss or expense incurred by reason of the relending, depositing or other employment of funds acquired by the Bank to fund any Loan) as a result of any acceleration of any Loan pursuant to Section 9.02 hereof. The Bank shall furnish the Company with a certificate setting forth the basis for determining any additional amount to be paid to it hereunder, and such certificate shall be conclusive, absent manifest error, as to the contents thereof.
Funding Indemnities. 13.3.1 If for any reason other than a breach by the relevant Lender of its obligations hereunder:-
(a) the Utilisation Date for a Loan is postponed or cancelled for any reason whatsoever; or
(b) a Loan is not advanced (including pursuant to the provisions of Clause 3.7.6 (Disbursement of the Loan)) to the Borrower on the Delivery Date as a result of any condition precedent provided for herein to be fulfilled by an Obligor not being fulfilled to the satisfaction of the Agent, then the Borrower shall indemnify the Security Trustee, the Agent and each Lender within five (5) Business Days of demand accompanied with supporting particulars in reasonable detail (which demand, at the Borrower's request in expectation of delivery of the Aircraft, the Security Trustee will delay making on the Borrower for a period not exceeding ten (10) Business Days after the Scheduled Delivery Date) against all Losses and Expenses which the Security Trustee, the Agent or any Lender may suffer, sustain or incur as a consequence thereof (and, in the case of postponement, as a consequence of remaining in readiness for and acting in accordance with such postponed Utilisation Date) in respect of funds borrowed or mobilised by the Security Trustee, the Agent or such Lender in connection with the financing or funding of the relevant Loan, the liquidation or redeployment of any deposits taken or made and funding costs in relation to any interest exchange or other hedging arrangements entered into in connection with its participation in the relevant Loan or any part thereof or in connection with any foreign exchange business transacted for such purpose, the substitute investment (for the then current Interest Period) of such funds with a return lower than the cost of such funds or the prepayment of such funds to the source from which they were borrowed or mobilised, INCLUDING, if delivery of the Aircraft does occur after but not on the Scheduled Delivery Date,
(i) the German Lenders' actual cost of financing or funding the relevant German Credits as determined two (2) Business Days prior to the Scheduled Delivery Date with respect to the period from (and including) the Scheduled Delivery Date to (but excluding) the Delivery Date;
(ii) Losses in an amount equal to the amount by which the British Lenders' and the French Lenders' actual cost of financing or funding the relevant British Credits and the French Credits respectively as determined two (2) Business Days prior to the Scheduled Deliv...
Funding Indemnities. 20 ARTICLE X
Funding Indemnities. 16 Article X GENERAL PROVISIONS 16 Section 10.01 Assignment. 16 Section 10.02 Amendments and Waivers. 17 Section 10.03 Notices. 17 Section 10.04 Expenses; Indemnification. 18 Section 10.05 Cumulative Rights; No Waiver. 18 Section 10.06 Counterparts; Integration; Effectiveness. 18 Section 10.07 Severability. 19 Section 10.08 Headings. 19 Section 10.09 GOVERNING LAW. 19 Section 10.10 Consent to Jurisdiction. 19 Section 10.11 Waiver of Venue. 19 Section 10.12 Service of Process. 19 Section 10.13 Waiver of Jury Trial. 20 EXHIBITS Exhibit A Form of Revolving Credit Promissory Note Exhibit B Form of Notice of Borrowing CREDIT AGREEMENT dated as of , 2014 between NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (the "Borrower"), and NORTHSTAR REALTY FINANCE CORP. (formerly known as NRFC Sub-REIT Corp.), a Maryland corporation (the "Lender").
Funding Indemnities. The Borrower will indemnify and hold harmless each Revolving Credit Lender against, and on demand reimburse each Revolving Credit Lender for, any loss, premium, penalty or expense which such Revolving Credit Lender may pay or incur (including, without limitation, any loss or expense incurred by reason of the, depositing or other employment of funds acquired by such Revolving Credit Lender to fund a LIBOR Advance) as a result of (i) any prepayment, repayment or conversion of a LIBOR Advance on a date prior to the last day of the LIBOR Period applicable thereto, (ii) any failure by the Borrower to borrow any Revolving Credit Advance on a date specified therefor in a Notice of Borrowing pursuant to Section 2.03 hereof, except to the extent such failure results from a default by such Revolving Credit Lender in making the requisite funds available to the Borrower hereunder or (iii) any failure by the Borrower to prepay any Revolving Credit Advance on the date specified therefor in a notice of prepayment pursuant to Section 2.06 hereof. Each Revolving Credit Lender shall furnish the Borrower with a certificate setting forth the basis for determining any additional amount to be paid to it hereunder, and such certificate shall be conclusive, absent manifest error, as to the contents thereof.
