Calculation of Losses (a) The amount of any Losses payable under this ARTICLE VIII by the Indemnifying Party shall be net of (i) any amounts actually recovered by the Indemnified Party under applicable insurance policies (net of costs of any recovery (including any deductible amounts, attorney’s fees and any increased insurance premiums)), excluding, however, the R&W Insurance Policy (which shall be governed by Section 8.5 hereof) and (ii) any net Tax benefit (A) arising in connection with the incurrence or payment of the applicable Loss giving rise to the claim for indemnification (including any Tax benefit arising as a result of an adjustment that has the effect of either moving (1) any Taxes or an item of income or gain, in each case, from a Post-Closing Period to a Pre-Closing Period or (2) a loss, deduction or credit from a Pre-Closing Period to a Post-Closing Period) and (B) that is actually utilized by the Indemnified Party or its Affiliates to reduce the amount of Taxes payable by the Indemnified Party or any of its Affiliates (as determined on a with and without basis and as the last item taken into account) in (1) the Tax period in which the applicable indemnification payment was made to the Indemnified Party, (2) any taxable period beginning before the taxable period that includes the date on which the applicable indemnification payment was made to the Indemnified Party or (3) the first three taxable periods beginning after the Tax period that includes the date on which the applicable indemnification payment was made to the Indemnified Party. If the Indemnified Party actually recovers any amounts under applicable insurance policies or recognizes a net Tax benefit, in each case, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment in the amount received (or net Tax benefit recognized) by the Indemnified Party, net of any expenses reasonably incurred by such Indemnified Party in collecting such amount (including any deductible amounts and attorneys’ fees).
(b) UNDER NO CIRCUMSTANCES SHALL AN INDEMNIFYING PARTY HAVE ANY LIABILITY TO ANY INDEMNIFIED PARTIES UNDER THIS AGREEMENT FOR, AND THE INDEMNIFIED PARTIES SHALL NOT HAVE THE RIGHT TO CLAIM OR RECOVER FROM THE INDEMNIFYING PARTY, ANY EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER, EXCEPT (I) TO THE EXTENT RECOVERED FROM THE INDEMNIFIED PARTY BY A THIRD PARTY OR (II) ARISING FROM FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL MISREPRESENTATION OF THE INDEMNIFYING PARTY.
Allocation of Losses (a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any Realized Loss in respect of each Mortgage Loan that occurred during the immediately preceding calendar month.
(b) With respect to any Distribution Date, the principal portion of each Realized Loss (other than any Excess Loss) with respect to a Mortgage Pool shall be allocated in the following order of priority:
(i) to the Class B-6 Certificates until the Class Certificate Balance thereof has been reduced to zero;
(ii) to the Class B-5 Certificates until the Class Certificate Balance thereof has been reduced to zero;
(iii) to the Class B-4 Certificates until the Class Certificate Balance thereof has been reduced to zero;
(iv) to the Class B-3 Certificates until the Class Certificate Balance thereof has been reduced to zero;
(v) to the Class B-2 Certificates until the Class Certificate Balance thereof has been reduced to zero;
(vi) to the Class B-1 Certificates until the Class Certificate Balance thereof has been reduced to zero;
(vii) to the Classes of Senior Certificates of the related Certificate Group, pro rata, in accordance with their Class Certificate Balances.
(c) With respect to any Distribution Date, the principal portion of any Excess Loss with respect to a Mortgage Pool (other than Excess Bankruptcy Losses attributable to Debt Service Reductions) shall be allocated pro rata to each Class of Certificates of the related Certificate Group based on their respective Class Certificate Balances (in the case of the Senior Certificates) or Apportioned Principal Balances (in the case of the Subordinated Certificates).
(d) Any Realized Losses allocated to a Class of Certificates pursuant to Section 4.4(b) or (c) shall be allocated among the Certificates of such Class in proportion to their respective Certificate Principal Balances. Any allocation of Realized Losses pursuant to this paragraph (d) shall be accomplished by reducing the Certificate Principal Balances of the related Certificates on the related Distribution Date in accordance with Section 4.4(e).
(e) Realized Losses allocated in accordance with this Section 4.4 shall be allocated on the Distribution Date in the month following the month in which such loss was incurred and, in the case of the principal portion thereof, after giving effect to the distributions made on such Distribution Date.
(f) On each Distribution Date, the Master Servicer shall determine the Subordinated Certificate Writedown Amount, if any. Any such Subordinated Certificate Writedown Amount shall effect, without duplication of any other provision in this Section 4.4 that provides for a reduction in the Class Certificate Balance of the Subordinated Certificates, a corresponding reduction in the Class Certificate Balance of the Subordinated Certificates, which reduction shall occur on such Distribution Date after giving effect to distributions made on such Distribution Date.
(g) Notwithstanding the foregoing, no such allocation of any Realized Loss shall be made on a Distribution Date to a Class of Certificates to the extent that such allocation would result in the reduction of the aggregate Class Certificate Balances of all the Senior Certificates of a related Certificate Group as of such Distribution Date plus the Apportioned Principal Balances of the Subordinated Certificates of such Certificate Group as of such Distribution Date, after giving effect to all distributions and prior allocations of Realized Losses on such date, to an amount less than the aggregate Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool as of the first day of the month of such Distribution Date, less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage Termination Date (such limitation, the "Loss Allocation Limitation").
Proceeds of Dispositions; Expenses The Debtor shall pay to the Secured Party on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured Party's rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of the Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as the Secured Party may determine, proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to the Debtor. In the absence of final payment and satisfaction in full of all of the Obligations, the Debtor shall remain liable for any deficiency.
Allocation of Costs and Expenses (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.