Common use of Indemnification and Expenses Clause in Contracts

Indemnification and Expenses. (a) The Borrower agrees to hold each Finance Party and their Affiliates and their officers, directors, employees, agents and advisors (each an "Indemnified Party") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the "Costs") relating to or arising out of this Agreement, and any other Finance Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, or any other Finance Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party's gross negligence or wilful misconduct. (b) Without limiting the generality of the foregoing in clause 15.1 (a) the Borrower agrees to hold any Indemnified Party harmless and indemnify such Indemnified Party against all Costs with respect to all Collateral relating to or arising out of: (i) the occurrence of a Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or ability or liability arising as a result of Clause 25 (Sharing among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Request for Borrowing but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); (iv) a Loan (or part of a Loan) not being prepaid in accordance with a notice of pre-payment given by the Borrower; (v) in the case of the Agent, (i) investigating any event which it reasonably believes is a Default (and a Default then exists), (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; and (vi) any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices, and predatory lending practices, that, in each case, results from anything other than such Indemnified Party's gross negligence or wilful misconduct. (c) In any suit, proceeding or action brought by an Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral Document or Finance Document, the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defence, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of any other agreement, indebtedness or liability at any time owing to or in favour of such account debtor or obligor or its successors from the Borrower. (d) The Borrower also agrees to reimburse an Indemnified Party within five (5) Business Days of when billed by such Indemnified Party for all such Indemnified Party's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party's rights under this Agreement, any other Finance Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel.

Indemnification and Expenses. (a) The Borrower agrees to hold each Finance Party and their Affiliates and their officers, directors, employees, agents and advisors (each an "Indemnified Party") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the "Costs") relating to or arising out of this Agreement, and any other Finance Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, or any other Finance Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party's gross negligence or wilful misconduct. (b) Without limiting the generality of the foregoing in clause 15.1 (a15.1(a) the Borrower agrees to hold any Indemnified Party harmless and indemnify such Indemnified Party against all Costs with respect to all Collateral relating to or arising out of: (i) the occurrence of a Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or ability or liability arising as a result of Clause 25 (Sharing among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Request for Borrowing but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); (iv) a Loan (or part of a Loan) not being prepaid in accordance with a notice of pre-payment given by the Borrower; (v) in the case of the Agent, (i) investigating any event which it reasonably believes is a Default (and a Default then exists), (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; and (vi) any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices, and predatory lending practices, that, in each case, results from anything other than such Indemnified Party's gross negligence or wilful misconduct. (c) In any suit, proceeding or action brought by an Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral Document or Finance Document, the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defence, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of any other agreement, indebtedness or liability at any time owing to or in favour of such account debtor or obligor or its successors from the Borrower. (d) The Borrower also agrees to reimburse an Indemnified Party within five (5) Business Days of when billed by such Indemnified Party for all such Indemnified Party's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party's rights under this Agreement, any other Finance Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel.

Indemnification and Expenses. (a) The Borrower agrees to hold each Finance Party and their Affiliates and their officers, directors, employees, agents and advisors (each an "“Indemnified Party"”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the "“Costs"”) relating to or arising out of this Agreement, and any other Finance Transaction Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, or any other Finance Transaction Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party's ’s gross negligence or wilful misconduct. (b) Without limiting the generality of the foregoing in clause 15.1 (a18.1(a) the Borrower agrees to hold any Indemnified Party harmless and indemnify such Indemnified Party against all Costs with respect to all Collateral relating to or arising out of: (i) the occurrence of a Default; (ii) a failure by an Obligor to pay any amount due under a Finance Transaction Document on its due date, including without limitation, any cost, loss or ability or liability arising as a result of Clause 25 28 (Sharing among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Request for Borrowing but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); (iv) a Loan (or part of a Loan) not being prepaid in accordance with a notice of pre-payment prepayment given by the Borrower; (v) in the case of the Agent, (i) investigating any event which it reasonably believes is a Default (and a Default then exists), (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; and (vi) any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices, and predatory lending practices, that, in each case, results from anything other than such Indemnified Party's ’s gross negligence or wilful misconduct. (c) In any suit, proceeding or action brought by an Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral Document or Finance Transaction Document, the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defence, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of any other agreement, indebtedness or liability at any time owing to or in favour of such account debtor or obligor or its successors from the Borrower. (d) The Borrower also agrees to reimburse an Indemnified Party within five (5) 5 Business Days of when billed by such Indemnified Party for all such Indemnified Party's ’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party's ’s rights under this Agreement, any other Finance Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel.

Indemnification and Expenses. (a) The Each Borrower hereby agrees jointly and severally, to hold each Finance Party Secured Party, and their Affiliates each Affiliate thereof and their the respective officers, directors, employees, agents agents, and advisors of each Secured Party (each an "“Indemnified Party"”) harmless from and indemnify any Indemnified Party the Secured Parties and such other Persons against all liabilities, losses, damages, judgments, costs costs, and expenses of any kind which that may be imposed on, incurred by by, or asserted against the Secured Parties or such Indemnified Party (collectivelyother Persons, the "Costs") relating to or arising out of, this Agreement (including, without limitation, any cost, loss, or expense which the Secured Parties or such other Persons may sustain or incur as a consequence of any acceleration of the maturity of the Advances by the Secured Parties in accordance with the terms of this Agreement, including, but not limited to, any cost, loss, or expense arising in liquidating the Advances and the Collateral and from interest or fees payable by the Secured Parties to lenders of funds obtained by it in order to maintain the Advances hereunder), the Notes, any other Finance Loan Document or any financing transaction contemplated hereby or thereby, or any amendment, supplement supplement, or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, any other Loan Document, or any other Finance Document or any financing transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party's matter whatsoever, except to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or wilful misconduct. (b) willful misconduct of the Administrative Agent or a Lender. Without limiting the generality of the foregoing in clause 15.1 (a) the foregoing, each Borrower agrees agrees, jointly, and severally, to hold the Secured Parties and any Indemnified Party other indemnified Person described above harmless from and indemnify such Indemnified Party against all Costs costs with respect to all Collateral any Mortgage Loan and any REO Property at any time owned by any Borrower relating to or arising out of: (i) the occurrence of a Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or ability or liability arising as a result of Clause 25 (Sharing among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Request for Borrowing but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); (iv) a Loan (or part of a Loan) not being prepaid in accordance with a notice of pre-payment given by the Borrower; (v) in the case of the Agent, (i) investigating any event which it reasonably believes is a Default (and a Default then exists), (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; and (vi) any violation or alleged violation of any environmental law, rule rule, or regulation or any consumer credit laws, including including, without limitation limitation, laws with respect to unfair or deceptive lending practices, practices and predatory lending practices, the Truth in Lending Act, and the real estate settlement procedures act, that, in each case, results from anything other than to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party's gross negligence or wilful misconduct. (c) . In any suit, proceeding proceeding, or action brought by an Indemnified any Secured Party in connection with any other Collateral pledged hereunder for any sum owing thereunder, or to enforce any provisions of any Collateral Document or Finance Documentpledged hereunder, the each Borrower will save, indemnify and hold such Indemnified Party the Secured Parties and any other indemnified Person described above harmless from and against all expense, loss loss, or damage suffered by reason of any defencedefense, set-off, counterclaim, recoupment or reduction recoupment, reduction, or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness Indebtedness, or liability at any time owing to or in favour favor of such account debtor or obligor or its successors from the any Borrower. (d) The . Each Borrower also agrees agrees, jointly and severally, to reimburse an Indemnified Party within five (5) Business Days of the Secured Parties as and when billed by such Indemnified Party the Administrative Agent for all such Indemnified Party's the Secured Parties’ reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party's the Secured Parties’ rights under this Agreement, the Notes, any other Finance Document Loan Document, or any financing transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. (b) Each Borrower agrees to pay as and when billed by the Administrative Agent all of the out-of pocket costs and expenses reasonably incurred by the Administrative Agent in connection with the development, preparation, and execution of any amendment, restatement supplement, or modification to this Agreement, any Note, any other Loan Document, or any other documents prepared in connection herewith or therewith. Each Borrower further agrees to pay as and when billed by the Administrative Agent all of the out-of-pocket costs and expenses, reasonably incurred by any Secured Party (i) in connection with the development, preparation, and execution of this Agreement, each Note and any Loan Document executed in connection herewith or therewith, and consummation and administration of the financing transactions contemplated hereby and thereby including, without limitation, (A) all the reasonable fees, disbursements, and expenses of counsel for the Administrative Agent and for each other Secured Party and (B) all the due diligence, inspection, testing, and review costs and expenses incurred by any Secured Party with respect to Collateral under this Agreement, including, but not limited to, those costs and expenses incurred by any Secured Party pursuant to Sections 11.01, 11.05, and 11.10, other than any costs and expenses incurred in connection with the Secured Parties’ re-hypothecation of the Assets prior to an Event of Default, and (ii) all of the out-of pocket costs and expenses after the occurrence of an Event of Default or in connection with the enforcement of any right or remedy under this Agreement or applicable law .