Common use of Indemnification; Subrogation; Waiver of Offset Clause in Contracts

Indemnification; Subrogation; Waiver of Offset. (a) Grantor shall indemnify, defend and hold Agent, the Lenders and the holders of the Hedge Obligations harmless for, from and against any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Agent’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Agent, or the Lenders or the holders of the Hedge Obligations in connection with the Secured Obligations, this Instrument, the Property, or any part thereof, or the exercise by Agent of any rights or remedies granted to it under this Instrument; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless Agent, the Lenders or the holders of the Hedge Obligations for, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by Agent or a Lender by reason of such Person’s willful misconduct or gross negligence if a judgment is entered against Agent, a Lender or a holder of a Hedge Obligation by a court of competent jurisdiction after the expiration of all applicable appeal periods.

Indemnification; Subrogation; Waiver of Offset. (a) Grantor Mortgagor shall indemnify, defend and hold Agent, the Lenders and the holders of the Hedge Obligations harmless for, from and against any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Agent’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Agent, or the Lenders or the holders of the Hedge Obligations in connection with the Secured Obligations, this Instrument, the Property, or any part thereof, or the exercise by Agent of any rights or remedies granted to it under this Instrument; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Agent, the Lenders or the holders of the Hedge Obligations for, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by Agent or a Lender by reason of such Person’s willful misconduct or gross negligence if a judgment is entered against Agent, a Lender or a holder of a Hedge Obligation by a court of competent jurisdiction after the expiration of all applicable appeal periods.

Indemnification; Subrogation; Waiver of Offset. (a) Grantor shall indemnify, defend and hold Agent, Grantee and the Lenders and the holders of the Hedge Obligations harmless for, from and against any and all liability, obligationsSecured Obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Agent’s Grantee's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Agent, or Grantee and the Lenders or the holders of the Hedge Obligations in connection with the Secured Obligations, this InstrumentSecurity Deed, the Property, or any part thereof, or the exercise by Agent Grantee of any rights or remedies granted to it under this InstrumentSecurity Deed; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless Agent, Grantee and the Lenders or the holders of the Hedge Obligations for, from and against any and all liabilities, obligationsSecured Obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by Agent Grantee or a Lender by reason of Grantee's or such Person’s Lender's willful misconduct or gross negligence if a judgment is entered against Agent, a Lender or a holder of a Hedge Obligation by a court of competent jurisdiction after the expiration of all applicable appeal periodsnegligence.

Indemnification; Subrogation; Waiver of Offset. (a) Grantor Obligor shall indemnify, defend and hold AgentTrustee, Agent and the Lenders and the holders of the Hedge Obligations harmless for, from and against any and all liability, obligationsSecured Obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Agent’s 's and Trustee's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Agent, or the Trustee and the Lenders or the holders of the Hedge Obligations in connection with the Secured Obligations, this Instrument, the Property, or any part thereof, or the exercise by Agent or Trustee of any rights or remedies granted to it them under this Instrument; provided, however, that nothing herein shall be construed to obligate Grantor Obligor to indemnify, defend and hold harmless Agent, Trustee and the Lenders or the holders of the Hedge Obligations for, from and against any and all liabilities, obligationsSecured Obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by Agent Agent, Trustee or a Lender by reason of Agent's, Trustee's or such Person’s Lender's willful misconduct or gross negligence if a judgment is entered against Agent, a Lender or a holder of a Hedge Obligation by a court of competent jurisdiction after the expiration of all applicable appeal periodsnegligence.

Indemnification; Subrogation; Waiver of Offset. (a) Grantor Borrower shall indemnify, defend and hold AgentLender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Lenders Property or the Secured Obligations, and the holders of the Hedge Obligations harmless for, from and against (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Agent’s Lender's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Agent, or the Lenders or the holders of the Hedge Obligations Lender in connection with the Secured Obligations, this InstrumentSecurity Deed, the Property, or any part thereof, or the exercise by Agent Lender of any rights or remedies granted to it under this InstrumentSecurity Deed; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Agent, the Lenders or the holders of the Hedge Obligations for, Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted enacted against, imposed on or incurred by Agent or a Lender Xxxxxx by reason of such Person’s Xxxxxx's willful misconduct or gross negligence if a judgment is entered against Agent, a Lender or a holder of a Hedge Obligation by a court of competent jurisdiction after the expiration of all applicable appeal periodsnegligence.

Indemnification; Subrogation; Waiver of Offset. (a) Grantor shall indemnify, defend and hold AgentBeneficiary, the Lenders and the holders of the Hedge Obligations harmless for, from and against any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including AgentBeneficiary’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by AgentBeneficiary, or the Lenders or the holders of the Hedge Obligations in connection with the Secured Obligations, this Instrument, the Property, or any part thereof, or the exercise by Agent Beneficiary of any rights or remedies granted to it under this Instrument; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless AgentBeneficiary, the Lenders or the holders of the Hedge Obligations for, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by Agent Beneficiary or a Lender by reason of such Person’s willful misconduct or gross negligence if a judgment is entered against AgentBeneficiary, a Lender or a holder of a Hedge Obligation by a court of competent jurisdiction after the expiration of all applicable appeal periods.

Indemnification; Subrogation; Waiver of Offset. (a) Grantor shall indemnify, defend and hold Agent, the Lenders and the holders of the Hedge Obligations harmless for, from and against any and all liability, obligationsSecured Obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Agent’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Agent, or the Lenders or the holders of the Hedge Obligations in connection with the Secured Obligations, this Instrument, the Property, or any part thereof, or the exercise by Agent of any rights or remedies granted to it under this Instrument; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless Agent, the Lenders or the holders of the Hedge Obligations for, from and against any and all liabilities, obligationsSecured Obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by Agent Agent, a Lender or a Lender holder of a Hedge Obligation by reason of such Person’s willful misconduct or gross negligence if a judgment is entered against Agent, a Lender or a holder of a Hedge Obligation by a court of competent jurisdiction after the expiration of all applicable appeal periods.

Indemnification; Subrogation; Waiver of Offset. (a) Grantor shall indemnify, defend and hold Agent, the Lenders and the holders of the Hedge Obligations harmless for, from and against any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Agent’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Agent, Agent or the Lenders or the holders of the Hedge Obligations in connection with the Secured Obligations, this Instrument, the Property, or any part thereof, or the exercise by Agent of any rights or remedies granted to it under this Instrument; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless Agent, the Lenders or the holders of the Hedge Obligations for, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by Agent or a Lender by reason of such Person’s willful misconduct or gross negligence if a judgment is entered against Agent, a Lender or a holder of a Hedge Obligation by a court of competent jurisdiction after the expiration of all applicable appeal periods.