Common use of Indemnities by the Collateral Manager Clause in Contracts

Indemnities by the Collateral Manager. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Collateral Manager hereby agrees to indemnify each Indemnified Party forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any such Indemnified Party by reason of any acts or omissions of the Collateral Manager arising out of a breach of its obligations and duties under this Agreement and each other Transaction Document to which it is a party, including, but not limited to (i) any representation or warranty made by the Collateral Manager under or in connection with any Transaction Document or any other information or report delivered by or on behalf of the Collateral Manager pursuant hereto, which shall have been false, incorrect or misleading when made or deemed made, (ii) the failure by the Collateral Manager to comply with any Applicable Law, (iii) the failure of the Collateral Manager to comply with its duties or obligations in accordance with this Agreement and the other Transaction Documents to which it is a party, (iv) any gross negligence, willful misconduct, bad faith or fraud on the part of the Collateral Manager or (v) any litigation, proceedings or investigation against the Collateral Manager in connection with any Transaction Document or its role as Collateral Manager hereunder excluding, however, any Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party. The provisions of this indemnity shall run directly to and be enforceable by an Indemnified Party subject to the limitations hereof.

Indemnities by the Collateral Manager. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Collateral Manager hereby agrees to shall indemnify and hold harmless each Indemnified Party forthwith on demand, from and against any and all Indemnified Amounts awarded against or claims, damages, liabilities and expenses (including without limitation, fees and expenses of counsel) that may be incurred by any or asserted against such Indemnified Party by reason in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding (whether or not such Indemnified Party is a party thereto) or otherwise arising out of or relating to (i) acts or omissions of the Collateral Manager arising out constituting bad faith, gross negligence or willful misconduct on the part of a the Collateral Manager, (ii) breach of its obligations and duties under this Agreement and each other Transaction Document to which it is a party, including, but not limited to (i) any representation or warranty made by the Collateral Manager under or in connection with any Transaction Document or any other information or report delivered by or on behalf of the Collateral Manager pursuant hereto, which shall have been false, incorrect or misleading when made or deemed madeDocument, (iiiii) the failure by the Collateral Manager to comply with (A) any term, provision or covenant contained in any Transaction Document or (B) any Applicable Law, (iii) the failure of the Collateral Manager to comply with its duties or obligations in accordance with this Agreement and the other Transaction Documents to which it is a party, (iv) any gross negligence, willful misconduct, bad faith or fraud on the part of the Collateral Manager or (v) any litigation, proceedings or investigation against the Collateral Manager or (v) to the extent any such action violated the standard of care applicable to the Collateral Manager pursuant to the applicable Underlying Instruments or otherwise breached the Collateral Manager’s obligations under any Underlying Instrument, actions of the Collateral Manager in connection with its enforcement of the Borrower’s rights with respect to any Transaction Document or its role as Collateral Manager hereunder excluding, however, Loans owned by the Borrower except for (with respect to any Indemnified Amounts to the extent Party) (a) any such claims, damages, liabilities or expenses resulting from such Indemnified Party’s own gross negligence negligence, bad faith, fraud or willful misconduct on as determined by a court of competent jurisdiction in a final non-appealable judgment and (b) resulting from the part performance of any Indemnified Party. The provisions of this indemnity shall run directly to and be enforceable by an Indemnified Party subject to the limitations hereofEligible Loans.

Indemnities by the Collateral Manager. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Collateral Manager hereby agrees to indemnify each Indemnified Party Party, forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Collateral Manager arising out of a breach of its obligations and duties under this Agreement and each other Transaction Document to which it is a partyManager, including, but not limited to (i) any representation or warranty made by the Collateral Manager under or in connection with any Transaction Document Document, any Collateral Management Report, any Collateral Manager’s Certificate or any other information or report delivered by or on behalf of the Collateral Manager pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Collateral Manager to comply with any Applicable Law, (iii) the failure of the Collateral Manager to comply with its duties or obligations in accordance with this Agreement and the other Transaction Documents to which it is a partyAgreement, or (iv) any gross negligence, willful misconduct, bad faith or fraud on the part of the Collateral Manager or (v) any litigation, proceedings or investigation against the Collateral Manager in connection with any Transaction Document or its role as Manager. The parties agree that the provisions of this Section 11.2 shall not be interpreted to provide recourse to the Collateral Manager hereunder excludingagainst loss by reason of the bankruptcy, however, insolvency or lack of creditworthiness of an Obligor with respect to any Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified PartyLoan. The provisions of this indemnity shall run directly to and be enforceable by an Indemnified Party injured party subject to the limitations hereof.. 151

Indemnities by the Collateral Manager. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Collateral Manager hereby agrees to indemnify each Indemnified Party Party, forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any such Indemnified Party by reason of any acts or omissions of the Collateral Manager arising out of a breach of its obligations and duties under this Agreement and each other Transaction Document to which it is a partyManager, including, but not limited to (i) any representation or warranty made by the Collateral Manager under or in connection with any Transaction Document or any other information or report delivered by or on behalf of the Collateral Manager pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Collateral Manager to comply with any Applicable Law, (iii) the failure of the Collateral Manager to comply with its duties or obligations in accordance with this Agreement and the other Transaction Documents to which it is a partyAgreement, (iv) any gross negligence, willful misconduct, bad faith misconduct or fraud on the part of the Collateral Manager or (v) any litigation, proceedings or investigation against the Collateral Manager in connection with any Transaction Document or its role as Collateral Manager hereunder excluding, however, any Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Partyhereunder. The provisions of this indemnity shall run directly to and be enforceable by an Indemnified Party injured party subject to the limitations hereof.

Indemnities by the Collateral Manager. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Collateral Manager hereby agrees to indemnify each Indemnified Party Party, forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any such Indemnified Party by reason of any acts or omissions of the Collateral Manager arising out of a breach of its obligations and duties under this Agreement and each other Transaction Document to which it is a partyManager, including, but not limited to (i) any representation or warranty made by the Collateral Manager under or in connection with any Transaction Document or any other information or report delivered by or on behalf of the Collateral Manager pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Collateral Manager to comply with any Applicable Law, (iii) the failure of the Collateral Manager to comply with its duties or obligations in accordance with this Agreement and the other Transaction Documents to which it is a partyAgreement, (iv) any gross negligence, willful misconduct, bad faith misconduct or fraud on the part of the Collateral Manager or (v) any litigation, proceedings or investigation against the Collateral Manager in connection with any Transaction Document or its role as Collateral Manager hereunder excluding, however, any Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Partyhereunder. The provisions of this indemnity shall run directly to and be enforceable by an Indemnified Party injured party subject to the limitations hereof.. 105