Indemnity by Collateral Manager. The Collateral Manager shall indemnify, defend and hold harmless the Issuer and its Related Persons from and against any and all Losses and shall reimburse each such Person for all Expenses in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation with respect to any pending or threatened litigation against the Issuer or any such Related Person (collectively, “Actions”), to the extent that such Action is caused by, or is a direct consequence of, any Collateral Manager Breach; provided that no such indemnity shall be paid to the extent that such Action was caused by, or arose out of or in connection with, bad faith, willful misconduct, gross negligence or reckless disregard of the Issuer or any Related Person.
Indemnity by Collateral Manager. The Collateral Manager shall indemnify, defend and hold harmless the Issuer and its members, managers, authorized persons, directors, officers, stockholders, agents and employees from and against any and all Liabilities and shall reimburse each such Person for all reasonable fees and expenses (including, without limitation, reasonable fees and expenses of counsel) (collectively, "Expenses") in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation with respect to any pending or threatened litigation (collectively, "Actions"), to the extent that such Action is directly caused by any Collateral Manager Breach; provided that no such indemnity shall be paid to the extent that such Action was caused by, or arose out of or in connection with, bad faith, willful misconduct, gross negligence or reckless disregard of any such indemnified Persons; provided, further, that the Collateral Manager shall not be liable (including under Section 9(a) hereof and this Section 9(b)) for any consequential, special or punitive damages.
