Common use of Indemnification of the Agent Clause in Contracts

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Program Support Providers shall indemnify upon demand each Agent-Related Person, pro rata, and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers or the Agent-Related Persons) and disbursements awarded against or incurred by it; provided, that no Program Support Provider shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person’s gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the Conduit Investor (and, if required by any Program Support Agreement, the requisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 7.07. Without limitation of the foregoing, each Program Support Provider shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Basic Document, or any document contemplated by or referred to herein. The undertaking in this Section 7.07 shall survive payment in full of the Purchased Note and the resignation or the replacement of the Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Program Support Providers Lenders shall indemnify upon demand each Agent-Related PersonPerson (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers or the Agent-Related Persons) and disbursements awarded against or Indemnified Liabilities incurred by it; provided, however, that no Program Support Provider Lender shall be liable for the payment to any Agent-Related Person of any portion of such amounts Indemnified Liabilities resulting from such Person’s 's gross negligence or willful misconduct; provided, furtherhowever, that no action taken in accordance with the directions of the Conduit Investor (and, if required by any Program Support Agreement, the requisite Program Support Providers) Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 7.07Section. Without limitation of the foregoing, each Program Support Provider Lender shall reimburse the Agent upon demand for its such Lender's ratable share of any costs or out-of-pocket expenses (including attorney’s feesAttorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment amendment, or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Basic Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 7.07 shall survive the payment in full of the Purchased Note all Obligations hereunder and the resignation or the replacement of the Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Program Support Providers shall indemnify upon demand each Agent-Related Person, pro rata, and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers or the Agent-Related Persons) and disbursements awarded against or incurred by it; provided, that no Program Support Provider shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person’s gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the Conduit Investor (and, if required by any Program Support Agreement, the requisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 7.07Section. Without limitation of the foregoing, each Program Support Provider shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Basic Transaction Document, or any document contemplated by or referred to herein. The undertaking in this Section 7.07 shall survive payment in full of the Purchased Note and the resignation or the replacement of the Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Program Support Providers Committed Investors shall indemnify upon demand each Agent-Related Person, pro rata, and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers or the Agent-Related Persons) and disbursements awarded against or incurred by it; provided, that no Program Support Provider Committed Investro shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person’s gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the Conduit Investor (and, if required by any Program Support Agreement, the requisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 7.07. Without limitation of the foregoing, each Program Support Provider Committed Investor shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Basic Document, or any document contemplated by or referred to herein. The undertaking in this Section 7.07 shall survive payment in full of the Purchased Note and the resignation or the replacement of the Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Program Support Providers shall indemnify upon demand each Agent-Related Person, pro rata, and hold harmless each Agent-Related Person from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers or the Agent-Related Persons) and disbursements awarded against or incurred by it; provided, that no Program Support Provider shall be liable for the payment to any Agent-Related Person of any portion of such amounts resulting from such Person’s gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the Conduit Investor Investors (and, if required by any Program Support Agreement, the requisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 7.07Section. Without limitation of the foregoing, each Program Support Provider shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Basic Transaction Document, or any document contemplated by or referred to herein. The undertaking in this Section 7.07 shall survive payment in full of the Purchased Note and the resignation or the replacement of the Agent.