Securitization Indemnification Agreement definition

Securitization Indemnification Agreement. The indemnification agreement, dated as of December 29, 2021, among the Depositor, the Initial Purchasers, the Mortgage Loan Sellers, DBRI, MSBNA and the Borrower.
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Examples of Securitization Indemnification Agreement in a sentence

  • Any Securitization Indemnification Agreement shall provide that, as long as Parent has complied with its obligations to defend and indemnify hereunder, Parent shall not be liable for any settlement made by any Indemnified Person without the consent of Parent (which consent shall not be unreasonably withheld or delayed).

  • Any Securitization Indemnification Agreement shall provide that, the Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which Parent is required hereunder to indemnify such Indemnified Person.

  • Any Securitization Indemnification Agreement shall provide that, Parent shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

  • Any Securitization Indemnification Agreement shall provide that, Parent will further agree that the Indemnified Persons are intended third party beneficiaries under this Section 8.2.

  • Borrowers and Lender have entered into a Securitization Indemnification Agreement of even date herewith, a copy of which is attached hereto as Exhibit B, which shall be a "Loan Document" hereunder.

  • Borrowers and Lender have entered into a Securitization Indemnification Agreement of even date herewith, a copy of which is attached hereto as Exhibit D, which shall be a "Loan Document" hereunder.

  • Lender shall have the right to transfer, assign or sell participations in the Note and the other Loan Documents and any interest therein, provided, however, that no such transfer, assignment or sale shall materially increase, decrease or otherwise affect either Borrowers' or Lender's obligations under this Loan Agreement or the other Loan Documents, except as described in the Securitization Indemnification Agreement.

Related to Securitization Indemnification Agreement

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Environmental Indemnity Agreement means the environmental indemnity agreement dated as of the date of this Agreement executed by Borrower for the benefit of the Indemnified Parties and such other parties as are identified in such agreement with respect to the Premises, as the same may be amended from time to time.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Delegation Agreement means any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.

  • Novation Agreement means a legal instrument—

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Reservation Agreement means a written contract entered into between MBOH and the taxpayer to provide for a Reservation and setting forth the terms and conditions under which the taxpayer may obtain a Carryover Commitment or Final Allocation.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Expense Agreement means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit D, as amended from time to time.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Conveyance Agreement means the Conveyance Agreement Master Securitization Terms Number 1000, dated February 29, 2008, as amended and reaffirmed from time to time, among the Master Depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of the Master Depositor, VL Funding, as the depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of VL Funding, and Xxxxxx Xxx, Inc., as master servicer, together with each executed Purchase Agreement (as defined therein), each executed Xxxx of Sale (as defined therein) and all attachments thereto.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Subordination Agreements means, collectively, any subordination agreements entered into by any Person from time to time in favor of Agent in connection with any Subordinated Debt, the terms of which are acceptable to the Agent, in each case as the same may be amended, restated or otherwise modified from time to time, and “Subordination Agreement” shall mean any one of them.

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Affiliate Subordination Agreement means an Affiliate Subordination Agreement in the form of Exhibit B pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Acquisition Agreements has the meaning specified in the Recitals.