Indemnification of Lenders. Borrower will indemnify and hold the Lenders, the Servicer, the Lender Advisors and their respective advisors, directors, officers, shareholders, members, partners, employees, agents and Affiliates (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls a Lender (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners, employees or Affiliates (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a “Borrower Indemnified Person”) harmless from and against any and all losses, liabilities, obligations, claims, damages, costs and expenses actually and reasonably incurred by such Borrower Indemnified Person, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Borrower Indemnified Person may suffer or incur as a result of: (i) any breach of any of the representations, warranties, covenants or agreements made by Borrower in this Agreement, or (ii) any action instituted against a Borrower Indemnified Person in any capacity, or any of them or their respective Affiliates, by any shareholder of Borrower or other third party who is not a Lender, an Affiliate of a Lender, Servicer, a Lender Advisor or an Affiliate of such Borrower Indemnified Person, with respect to any of the transactions contemplated by this Agreement. Borrower will not be liable to any Borrower Indemnified Person under this Agreement to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Borrower Indemnified Person’s material breach of any of the representations, warranties, covenants or agreements made by such Borrower Indemnified Person in this Agreement or attributable to the material actions or material inactions of such Borrower Indemnified Person.
Indemnification of Lenders. Borrowers jointly and severally agree to indemnify, defend (with counsel reasonably satisfactory to Lenders), and hold harmless Lenders and Collateral Agent against any loss, liability, claim, or expense, including reasonable attorneys’ fees, that Lenders or Collateral Agent may incur as a result of the violation or alleged violation of any Environmental Law by a Borrower or with respect to any other violation of Environmental Laws with respect to any of Borrowers’ Properties, except for any such losses, liabilities, claims or expenses resulting from the gross negligence or willful misconduct of any such Lender or Collateral Agent as determined by a court of competent jurisdiction. This covenant shall survive the repayment of the Term Loans and Lenders’ assignment of the Term Loans.
Indemnification of Lenders. In addition to the indemnity -------------------------- provided in the Registration Rights Agreement and in Section 8.18, the Borrower will indemnify and hold the Lenders and their directors, officers, shareholders, partners, employees and agents (each, a "LENDER PARTY") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation that any such Lender Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the Borrower in any Transaction Document. In addition to the indemnity contained herein, the Borrower will reimburse each Lender Party for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred.
Indemnification of Lenders. Each Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to maintain a register of any participants to which it has sold a portion of the Obligations and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to such Lender from any other source against any amount due to Agent under this paragraph (e).
Indemnification of Lenders. 66 10.1 Indemnification.............................................................. 66 10.2
Indemnification of Lenders. Subordinated Creditor agrees to indemnify Lenders and to hold Lenders harmless for any and all expenses and obligations, including reasonable attorney's fees, as they arise, relating to actions of Subordinated Creditor taken contrary to this Agreement.
Indemnification of Lenders. Borrower hereby agrees to indemnify Lenders against all claims, liabilities, damages and expenses in connection with or arising out of any litigation or proceeding relating to or arising in connection with this Agreement, the Notes, any Letter of Credit, any other Loan Document, the making of any Borrowing, except to the extent any such claim, liability, damage or expense arose as a result of Lenders' negligence, gross negligence or willful misconduct. Without limiting the generality of the foregoing, Borrower agrees that Lenders shall be entitled to rely upon and act upon instructions from Borrower in accordance with Section 2.02
Indemnification of Lenders
