Borrowers Indemnities. Without limiting any other rights ----------------------- which any of the Collateral Agent, the Deal Agent, any Deal Co-Agent (solely in its capacity as Deal Co-Agent), any Managing Agent, any Lender or any of their respective successors and assigns (each, an "Indemnified Party") may have ------------------ hereunder or under applicable law, the Borrower hereby agrees to defend and indemnify each Indemnified Party from and against any and all costs, expenses, losses, damages, claims and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") -------------------- arising out of or resulting from this Credit Agreement, any Pledged Contract or any other Facility Document, or any transaction contemplated hereby or thereby, or from any action taken, or failure to take any action by the Borrower with respect to this Credit Agreement, any Pledged Contract or any other Facility Document, including, but not limited to, any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising as a result of or otherwise in connection with: (a) the failure of the Custodian to maintain in the portion of its files dedicated to Pledged Contracts, all original copies of each such Pledged Contract (other than in the case of any Contracts not required to be in Contract Files pursuant to Section 4.02(v)); --------------- (b) any breach by the Borrower of any of its representations, warranties, covenants or other obligations under this Credit Agreement or any other Facility Document; (c) the failure to vest in the Borrower a first priority perfected ownership interest in the Collateral, free and clear of any Lien (other than the Primary Lien, and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances), or the failure to vest in the Collateral Agent a first priority perfected security interest in the Collateral for the benefit of itself, the Deal Agent, the Managing Agent and the Lenders, in each case free and clear of any Lien (other than the Primary Lien and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances); (d) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to perfection of interests in any Collateral, whether at the time of any Contract Grant Date or at any subsequent time; (e) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pledged Contract (including, without limitation, a defense based on such Pledged Contract, this Credit Agreement or any other Facility Document not being a legal, valid and binding obligation of the obligor thereof, enforceable against it in accordance with its terms), or any other claim resulting from the sale or Grant of a Pledged Contract, this Credit Agreement or any other Facility Document; (f) any products liability, consumer liability, claim by any third party, or other claim arising out of or in connection with any Lot or VOI which is the subject of any Pledged Contract, this Credit Agreement or any other Facility Document; (g) the commingling of Collections at any time with any other funds; (h) the Borrower's failure to maintain any Insurance Policy required under this Credit Agreement or any other Facility Document; (i) any failure of the Originator, the Seller or the Borrower to perform its duties or obligations in accordance with applicable law; (j) any action or omission by the Originator, the Seller or the Borrower, reducing or impairing the rights of the Collateral Agent with respect to any Pledged Contract, or the value of any Pledged Contract (including, without limitation, any cancellation or modification of any Pledged Contract by the Originator, the Seller or the Owner, other than a Permitted Deferral); or (k) any investigation, litigation or proceeding related to this Credit Agreement or the use of proceeds of the Loans or in respect of any Pledged Contract; excluding, however, (i) Indemnified Amounts to the extent resulting from willful --------- ------- misconduct, bad faith or gross negligence on the part of such Indemnified Party, (ii) recourse for uncollectible Contracts or (iii) any income or franchise taxes (or any interest, penalties or additions to tax with respect thereto) incurred by such Indemnified Party arising out of or as a result of this Credit Agreement or the interest Granted hereunder in Pledged Contracts.
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Borrowers Indemnities. (a) Without limiting any other rights ----------------------- which any of the Collateral Agent, the Deal Administrative Agent, any Deal CoTriple-Agent (solely in its capacity as Deal Co-Agent)A, any Managing Agentthe Surety, any Lender their respective officers, directors, employees and agents or any of their respective successors and assigns (each, an "Indemnified Party") may have ------------------ hereunder or under applicable law, the Borrower hereby agrees to defend and indemnify each Indemnified Party from and against any and all costs, expenses, losses, damages, claims and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") -------------------- arising out of or resulting from this Credit Agreement, any Pledged Contract or any other Facility Document, or any transaction contemplated hereby or thereby, or from any action taken, or failure to take any action by the Borrower with respect to this Credit Agreement, any Pledged Contract or any other Facility Document, including, but not limited to, any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising as a result of or otherwise in connection with:
(ai) the failure of the Borrower to deliver to the Custodian to maintain in the portion of its files dedicated to Pledged Contracts, all original copies of each such Pledged Contract (other than in the case of any Contracts not required to be in Contract Files pursuant to Section 4.02(v)); ---------------Primary Custodial Document;
(bii) any breach by the Borrower of any of its representations, warranties, covenants or other obligations under this Credit Agreement or any other Facility Document;
(ciii) the failure to vest in the Borrower good and valid title to (or, to the extent Article 9 of the UCC is applicable to the Borrower's acquisition thereof, a first priority perfected ownership security interest in in) the Collateral, free and clear of any Lien (other than the Primary Lien, and, with respect to Collateral other than Pledged Contracts, Lien and Permitted Encumbrances), or the failure to vest in the Collateral Agent a first priority perfected security interest interests in the Collateral for the benefit of itself, the Deal Collateral Agent, the Managing Agent Administrative Agent, Triple-A and the LendersSurety, in each case free and clear of any Lien (other than the Primary Lien and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances);
(div) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents docu- ments under the UCC of any applicable jurisdiction or other applicable laws with respect to perfection of interests in any Collateral, whether at the time of any Contract Grant Date or at any subsequent time;
(ev) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pledged Contract Acquired Advance (including, without limitation, a defense based on such Pledged ContractAcquired Advance, this Credit Agreement or any other Facility Document not being a legal, valid and binding obligation of the obligor Obligor thereof, enforceable against it in accordance with its terms), or any other claim resulting from the sale or Grant of a Pledged ContractAcquired Advance, this Credit Agreement or any other Facility Document;
(f) any products liability, consumer liability, claim by any third party, or other claim arising out of or in connection with any Lot or VOI which is the subject of any Pledged Contract, this Credit Agreement or any other Facility Document;
(g) the commingling of Collections at any time with any other funds;
(h) the Borrower's failure to maintain any Insurance Policy required under this Credit Agreement or any other Facility Document;
(i) any failure of the Originator, the Seller or the Borrower to perform its duties or obligations in accordance with applicable law;
(j) any action or omission by the Originator, the Seller or the Borrower, reducing or impairing the rights of the Collateral Agent with respect to any Pledged Contract, or the value of any Pledged Contract (including, without limitation, any cancellation or modification of any Pledged Contract by the Originator, the Seller or the Owner, other than a Permitted Deferral); or
(k) any investigation, litigation or proceeding related to this Credit Agreement or the use of proceeds of the Loans or in respect of any Pledged Contract; excluding, however, (i) Indemnified Amounts to the extent resulting from willful --------- ------- misconduct, bad faith or gross negligence on the part of such Indemnified Party, (ii) recourse for uncollectible Contracts or (iii) any income or franchise taxes (or any interest, penalties or additions to tax with respect thereto) incurred by such Indemnified Party arising out of or as a result of this Credit Agreement or the interest Granted hereunder in Pledged Contracts.
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Borrowers Indemnities. Without limiting any other ----------------------- rights ----------------------- which any of the Collateral Agent, the Deal Agent, any Deal Co-Agent (solely in its capacity as Deal Co-Agent), any Managing Agent, any Lender or EagleFunding or any of their respective successors and assigns (each, an "Indemnified Party") may ------------------ have ------------------ hereunder or under applicable law, the Borrower hereby agrees to defend and indemnify each Indemnified Party from and against any and all costs, expenses, losses, damages, claims and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") -------------------- arising out of or resulting from this Credit Agreement, any Pledged Contract or any other Facility Document, or any transaction contemplated hereby or thereby, or from any action taken, or failure to take any action by the Borrower with respect to this Credit Agreement, any Pledged Contract or any other Facility Document, including, but not limited to, any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising as a result of or otherwise in connection with:
(ai) the failure of the Custodian to maintain in the portion of its files dedicated to Pledged Contracts, all original copies of each such Pledged Contract (other than in the case of any Contracts not required to be in Contract Files pursuant to Section 4.02(v)); ---------------
(bii) any breach by the Borrower of any of its representations, warranties, covenants or other obligations under this Credit Agreement or any other Facility Document;
(ciii) the failure to vest in the Borrower a first priority perfected ownership interest in the Collateral, free and clear of any Lien (other than the Primary Lien, and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances), or the failure to vest in the Collateral Agent a first priority perfected security interest in the Collateral for the benefit of itself, the Deal Agent, the Managing Agent and the LendersEagleFunding, in each case free and clear of any Lien (other than the Primary Lien and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances);
(div) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to perfection of interests in any Collateral, whether at the time of any Contract Grant Date or at any subsequent time;
(ev) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pledged Contract (including, without limitation, a defense based on such Pledged Contract, this Credit Agreement or any other Facility Document not being a legal, valid and binding obligation of the obligor thereof, enforceable against it in accordance with its terms), or any other claim resulting from the sale or Grant of a Pledged Contract, this Credit Agreement or any other Facility Document;
(f) any products liability, consumer liability, claim by any third party, or other claim arising out of or in connection with any Lot or VOI which is the subject of any Pledged Contract, this Credit Agreement or any other Facility Document;
(g) the commingling of Collections at any time with any other funds;
(h) the Borrower's failure to maintain any Insurance Policy required under this Credit Agreement or any other Facility Document;
(i) any failure of the Originator, the Seller or the Borrower to perform its duties or obligations in accordance with applicable law;
(j) any action or omission by the Originator, the Seller or the Borrower, reducing or impairing the rights of the Collateral Agent with respect to any Pledged Contract, or the value of any Pledged Contract (including, without limitation, any cancellation or modification of any Pledged Contract by the Originator, the Seller or the Owner, other than a Permitted Deferral); or
(k) any investigation, litigation or proceeding related to this Credit Agreement or the use of proceeds of the Loans or in respect of any Pledged Contract; excluding, however, (i) Indemnified Amounts to the extent resulting from willful --------- ------- misconduct, bad faith or gross negligence on the part of such Indemnified Party, (ii) recourse for uncollectible Contracts or (iii) any income or franchise taxes (or any interest, penalties or additions to tax with respect thereto) incurred by such Indemnified Party arising out of or as a result of this Credit Agreement or the interest Granted hereunder in Pledged Contracts.
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Borrowers Indemnities. Without limiting any other rights ----------------------- which any of the Collateral Agent, the Deal Administrative Agent, any Deal CoTriple-Agent (solely in its capacity as Deal Co-Agent)A, any Managing Agent, any Lender the Surety or the L/C Bank or any of their respective successors and assigns (each, an "Indemnified Party") may have ------------------ hereunder or under applicable law, the Borrower hereby agrees to defend and indemnify each Indemnified Party from and against any and all costs, expenses, losses, damages, claims and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") -------------------- arising out of or resulting from this Credit Agreement, any Pledged Contract or any other Facility Document, or any transaction contemplated hereby or thereby, or from any action taken, or failure to take any action by the Borrower with respect to this Credit Agreement, any Pledged Contract or any other Facility Document, including, but not limited to, any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising as a result of or otherwise in connection with:
(ai) the failure of the Custodian to maintain in the portion of its files dedicated to Pledged Contracts, all original copies of each such Pledged Contract (other than in the case of any Contracts not required to be in Contract Files pursuant to Section 4.02(v4.02(x)); ---------------;
(bii) any breach by the Borrower of any of its representations, warranties, covenants or other obligations under this Credit Agreement or any other Facility Document;
(ciii) the failure to vest in the Borrower a first priority perfected ownership interest in the Collateral, free and clear of any Lien (other than the Primary Lien, the L/C Bank Lien and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances), or the failure to vest in the Collateral Agent a first priority perfected security interest in the Collateral for the benefit of itself, the Deal Administrative Agent, the Managing Agent Triple-A and the LendersSurety, and a second priority perfected security interest in the Collateral for the benefit of the L/C Bank, in each case free and clear of any Lien (other than the Primary Lien, the L/C Bank Lien and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances);
(div) the failure to have filed, or any delay in filing, financing statements or other similar instruments instru- ments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to perfection of interests in any Collateral, whether at the time of any Contract Grant Date or at any subsequent time;
(ev) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pledged Contract (including, without limitation, a defense based on such Pledged Contract, this Credit Agreement or any other Facility Document not being a legal, valid and binding obligation of the obligor thereof, enforceable against it in accordance with its terms), or any other claim resulting from the sale or Grant of a Pledged Contract, this Credit Agreement or any other Facility Document;
(f) any products liability, consumer liability, claim by any third party, or other claim arising out of or in connection with any Lot or VOI which is the subject of any Pledged Contract, this Credit Agreement or any other Facility Document;
(g) the commingling of Collections at any time with any other funds;
(h) the Borrower's failure to maintain any Insurance Policy required under this Credit Agreement or any other Facility Document;
(i) any failure of the Originator, the Seller or the Borrower to perform its duties or obligations in accordance with applicable law;
(j) any action or omission by the Originator, the Seller or the Borrower, reducing or impairing the rights of the Collateral Agent with respect to any Pledged Contract, or the value of any Pledged Contract (including, without limitation, any cancellation or modification of any Pledged Contract by the Originator, the Seller or the Owner, other than a Permitted Deferral); or
(k) any investigation, litigation or proceeding related to this Credit Agreement or the use of proceeds of the Loans or in respect of any Pledged Contract; excluding, however, (i) Indemnified Amounts to the extent resulting from willful --------- ------- misconduct, bad faith or gross negligence on the part of such Indemnified Party, (ii) recourse for uncollectible Contracts or (iii) any income or franchise taxes (or any interest, penalties or additions to tax with respect thereto) incurred by such Indemnified Party arising out of or as a result of this Credit Agreement or the interest Granted hereunder in Pledged Contracts.
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