Common use of Indemnity by Issuer Clause in Contracts

Indemnity by Issuer. The Issuer shall, to the extent that funds are available therefor under the Priority of Payments, indemnify and hold harmless the Collateral Manager and its directors, officers, stockholders, members, partners, agents and employees, and its Affiliates and their trustees, directors, officers, stockholders, members, partners, agents and employees from and against any and all Liabilities (as Administrative Expenses) and shall reimburse each such Person for all Expenses (as Administrative Expenses) that are incurred in investigating, preparing, pursuing or defending any Action related to (i) the issuance of the Notes, (ii) the transactions contemplated by the Offering Circular, the Indenture or the performance of the Collateral Manager's duties under this Agreement or (iii) in respect of any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular other than Collateral Manager Information, or any omission or alleged omission to state a material fact necessary to make the statements in the Offering Circular other than Collateral Manager Information, in light of the circumstances under which they were made, not misleading; provided, however, that such Person shall not be indemnified for any Liabilities or Expenses with respect to which the Collateral Manager indemnifies the Issuer pursuant to Section 9(b) hereof. The obligations of the Issuer under this Section 9 to indemnify for any Liabilities will be payable solely out of the Assets in accordance with the Priority of Payments. Notwithstanding the foregoing and for the avoidance of doubt, the Collateral Manager will not be entitled to indemnification by the Issuer where such indemnification would not be allowed under applicable law.

Indemnity by Issuer. The Issuer shall, to To the extent that funds are available therefor permitted by Law, in the event of a registration of any of the Registerable Securities under the Priority of PaymentsSecurities Act pursuant to Section 2.01, Issuer will indemnify and hold harmless the Collateral Manager Shareholder, each underwriter of such Registerable Securities thereunder, and its directors, officers, stockholderseach of their respective partners, members, partnersofficers and directors and each person, agents and employeesif any, and its Affiliates and their trusteeswho controls Shareholder or any such underwriter within the meaning of the Securities Act or the Exchange Act, directors, officers, stockholders, members, partners, agents and employees from and against any and all Liabilities losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state securities Law, insofar as Administrative Expensessuch losses, claims, damages, or liabilities (or actions in respect thereof) and shall reimburse each such Person for all Expenses (as Administrative Expenses) that arise out of or are incurred in investigating, preparing, pursuing or defending based upon any Action related to (i) the issuance of the Notesfollowing statements, omissions or violations (iieach, a “Violation”): (a) the transactions contemplated by the Offering Circular, the Indenture or the performance of the Collateral Manager's duties under this Agreement or (iii) in respect of any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular other than Collateral Manager Informationsuch registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements in therein not misleading; or (c) any violation or alleged violation by Issuer, of the Offering Circular other than Collateral Manager InformationSecurities Act, the Exchange Act, any state securities Law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities Law, in light any case, relating to the offer or sale of the circumstances under which they were madeRegisterable Securities pursuant to the registration statement; and Issuer will reimburse Shareholder, not misleadingeach such underwriter and each such controlling Person for any reasonable and documented legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage or liability (or action in respect thereof); provided, however, that (i) the indemnity agreement contained in this Section 3.01 shall not apply to amounts paid in settlement of any such Person loss, claim, damage or liability (or action in respect thereof) if such settlement is effected without the consent of Issuer (which consent shall not be indemnified unreasonably withheld, conditioned or delayed), and (ii) Issuer shall not be liable in any such case for any Liabilities such loss, claim, damage or Expenses with liability (or action in respect thereof) to which the Collateral Manager indemnifies the Issuer pursuant to Section 9(b) hereof. The obligations of the Issuer under this Section 9 to indemnify for any Liabilities will be payable solely extent that it arises out of the Assets or is based upon a Violation which occurs in accordance reliance upon and in conformity with the Priority of Payments. Notwithstanding the foregoing and written information furnished by Shareholder or such underwriter or controlling person expressly for the avoidance of doubt, the Collateral Manager will not be entitled to indemnification by the Issuer where use in connection with such indemnification would not be allowed under applicable law.registration..