Indemnification of the Collateral Agent. Neither the Collateral Agent nor any of its affiliates or representatives will be liable for any action taken or omitted to be taken by it or them under this Agreement in good faith and believed by it or them to be within the discretion or power conferred upon it or them by this Agreement or be responsible for the consequences of any error of judgment (except for fraud, gross negligence, or willful misconduct). Unless indemnified to its satisfaction against loss, cost, liability and expense, the Collateral Agent may not be compelled to do any act under this Agreement or to take any action toward the execution or enforcement of the powers created under this Agreement or to prosecute or defend any suit in respect of this Agreement. If the Collateral Agent requests instructions from Secured Parties with respect to any act or action in connection with this Agreement, then the Collateral Agent is entitled to refrain (without incurring any liability to anyone by so refraining) from that act or action unless and until it has received instructions. In no event, however, may the Collateral Agent or any of its representatives be required to take any action that it or they determine could incur for it or them criminal or onerous civil liability. Without limiting the generality of the foregoing, no Secured Party has any right of action against the Collateral Agent as a result of the Collateral Agent's acting or refraining from acting under this Agreement in accordance with instructions of the Secured Parties. EACH SECURED PARTY (IN PROPORTION TO THE THEN-OUSTANDING PRINCIPAL AMOUNT OF NOTES) SHALL INDEMNIFY THE COLLATERAL AGENT AND ITS REPRESENTATIVES AND HOLD THEM HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, REASONABLE EXPENSES, AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE IMPOSED ON, ASSERTED AGAINST, OR INCURRED BY THEM IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER THIS AGREEMENT.
Indemnification of the Collateral Agent. The Company hereby indemnifies the Collateral Agent (in its capacity as Collateral Agent and in its individual or corporate capacity) and each of its officers, directors, attorneys in fact and agents for, and holds it harmless against, any cost, claim, damages, loss or liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with, or related to or arising from: (i) the execution, acceptance and administration of this Agreement and the performance of its duties hereunder or in connection with the Pledge Agreement or any Enforcement Order; (ii) the execution of the Pledge Agreement, or the granting of any lien or security interest on any Collateral for the benefit of the Collateral Agent; or (iii) any action taken or not taken by Collateral Agent upon the request or instruction of the Company, the Majority Representatives, the chair of the Enforcement Committee, or any Creditor including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except for any loss, liability or expense incurred by reason of the Collateral Agent’s gross negligence or willful misconduct. If the Collateral Agent incurs expenses in connection with the occurrence of a bankruptcy or the appointment of a receiver relating to the Company or any of the Pledgor Subsidiaries, the expenses and compensation for those services are intended to constitute expenses of administration under any bankruptcy or receivership law. In the event that the Company fails to pay any amount due under this clause (b), the Collateral Agent shall give notice to each of the Creditor Representatives of the Company’s failure to pay such amount due, in which case each Creditor Representative shall pay the proportional share of its Creditor Group (based on the amount of the Covered Obligations (or Qualified Obligations) of its Creditor Group to the total amount of Covered Obligations (or Qualified Obligations)) of such amount and shall be subrogated to the right of the Collateral Agent to obtain such payment from the Company. The obligations of the Company under this clause (b) shall survive any satisfaction and discharge or termination of this Agreement.
Indemnification of the Collateral Agent. (a) The Note Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of a single counsel (and, if reasonably required, a single regulatory counsel and one additional local or specialty counsel in each applicable jurisdiction or specialty) to the Collateral Agent), (ii) all reasonable out-of-pocket expenses incurred by the Collateral Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel to the Collateral Agent) with respect to the preparation, negotiation, execution, delivery and administration of this Agreement and the other Note Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (including any proposed amendment, amendment and restatement, modification or waiver, and irrespective of whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with filings and recordations made by the Collateral Agent, (iii) all out-of-pocket expenses incurred by the Collateral Agent (including the fees, charges and disbursements of a single counsel (and, if reasonably required, a single regulatory counsel and one additional local or specialty counsel in each applicable jurisdiction or specialty) for the Collateral Agent), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Note Documents, including its rights under this Section 9.11, or (B) in connection with the Notes made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Notes, provided that the Collateral Agent shall be limited to a single legal counsel (and, if reasonably required, a single regulatory counsel and one additional local or specialty counsel in each applicable jurisdiction or specialty) in connection therewith, (iv) all costs and expenses incurred by the Collateral Agent, including the fees, charges and disbursements of advisors for the Collateral Agent, in connection with any action, claim, suit, litigation, investigation, inquiry or proceeding affecting the Collateral or any part thereof, in which action, claim, suit, litigation, investigation, inquiry or proceeding the Collateral Agent is made a party or participates or in which the right to use the Collat...
Indemnification of the Collateral Agent. The Company hereby --------------------------------------- indemnifies the Collateral Agent (in its capacity as Collateral Agent and in its individual or corporate capacity) and each of its officers, directors, attorneys in fact and agents for, and holds it harmless against, any cost, claim, damages, loss or liability or expense (including reasonable attorneys' fees and expenses) incurred by it in connection with, or related to or arising from: (i) any action or omission of the Company, Mirage or any Restricted Subsidiary; (ii) the execution, acceptance and administration of this Agreement and the performance of its duties hereunder or in connection with any Collateral Documents or any Enforcement Order; (iii) the execution of any Collateral Documents, or the granting of any lien or security interest on any Collateral for the benefit of the collateral Agent; or
Indemnification of the Collateral Agent. The MAV (the Indemnifying Party) hereby indemnifies and holds harmless the Collateral Agent, its Affiliates, stockholders, directors, officers, representatives, employees and agents or any partner, member, stockholder, director, manager, officer, representative, employee or agent of any Affiliate (each such party, an Indemnified Party) from and against any and all losses, and shall reimburse each such Indemnified Party for all reasonable fees and expenses (including reasonable fees and expenses of Counsel) (collectively, the Expenses, and any and all such losses and Expenses, collectively the Liabilities) as such Expenses are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation with respect to any pending or threatened litigation (collectively, Actions) in connection with its appointment hereunder or caused by, or arising out of or in connection with: (i) the MAV's issuance of the Notes; (ii) the transactions contemplated by or actions taken pursuant to this Agreement or the other Transaction Documents; and/or (iii) any action taken by, or any failure to act by, such Indemnified Party, provided, that no Indemnified Party shall be indemnified for any Liabilities it
Indemnification of the Collateral Agent. To the extent the Collateral Agent is not reimbursed and indemnified by the Company, each Lender will reimburse and indemnify the Collateral Agent, to the extent of its Pro Rate Share, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including all expenses) which may be imposed on, incurred by or asserted against the Collateral Agent in performing its duties hereunder or otherwise relating to the Note Documents, unless resulting from the Collateral Agent’s gross negligence or willful misconduct.
Indemnification of the Collateral Agent. Seminole hereby agrees to indemnify, defend and save harmless the Collateral Agent from and against any and all losses, expenses (including, without limitation, reasonable fees, disbursements and other expenses of counsel), taxes, assessments, liabilities, claims, damages, actions, suits or other charges incurred by or assessed against the Collateral Agent for anything done or omitted by it in the performance of its duties hereunder other than as a result of its gross negligence or willful misconduct.
Indemnification of the Collateral Agent. (i) The Company agrees to indemnify and hold harmless the Collateral Agent from and against any and all claims, demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, and to reimburse the Collateral Agent for any and all costs and expenses, including reasonable attorneys' fees and expenses, (i) with respect to, or resulting from, any delay in paying, any and all excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral, (ii) with respect to, or resulting from, any strict liability arising from or failure to comply with, or delay in complying with, any law applicable to any of the Collateral, or (iii) relating to, growing out of or resulting from this Agreement or any other Credit Document or the enforcement of any provision of this Agreement or any other Credit Document or the exercise by the Collateral Agent of any right or remedy granted to it hereunder or thereunder; provided, however, that the Collateral Agent shall not be indemnified if it has been grossly negligent or guilty of willful misconduct with respect to such exercise. If and to the extent that the obligations of the Company under this Section 3(e) are unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations permissible under applicable law.
(ii) The obligations of the Company under this Section 3(e) shall survive the termination of the other provisions of this Agreement or any termination that occurs under any bankruptcy law.
Indemnification of the Collateral Agent. Each Lender shall, based on its Pro Rata Share and to the extent not paid by the relevant Borrower, indemnify each Collateral Agent against any and all losses, liabilities, claims, obligations, damages or expenses (including the fees and disbursements of counsel) incurred by it arising out of or by reason of any investigation, litigation, arbitration or other proceeding (including any threatened investigation, arbitration or other proceeding) in any way relating to or arising out of this Agreement, the Collateral Documents or any Financing Agreement to which it is a party or the transactions contemplated hereby and thereby (including the remuneration that the Obligors are obligated to pay to such Collateral Agent under Section 5.8 below) or the enforcement of any of the terms hereof or of any such other documents; provided that no Lender shall be liable to the Collateral Agent for any of the foregoing to the extent that it arises from the gross negligence or willful misconduct of such Collateral Agent as determined by a final, nonappealable judgment by a court of competent jurisdiction, it being understood that no Lender will be liable to indemnify that Collateral Agent for any punitive or consequential damages in connection with this Agreement, the Collateral Documents or the Financing Agreement to which it is a party. The obligations of the Lenders under this Section 5.7 shall survive the termination of this Agreement, the repayment of the Obligations and/or the earlier resignation or removal of the Collateral Agent.
Indemnification of the Collateral Agent. GMAC agrees to indemnify the --------------------------------------- Collateral Agent (to the extent not reimbursed by the Company and without limiting the obligation of the Company to do so), ratably according to its share of the Shared Collateral Secured Obligations, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of this Agreement or the Collateral Documents except for the Collateral Agent's gross negligence, willful misconduct or breach of this Agreement. The obligations under this Section shall survive termination of this Agreement.
