Common use of Indemnification of Servicer Clause in Contracts

Indemnification of Servicer. The Lenders will indemnify and hold the Servicer and its 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, a “Lender Indemnified Person”) harmless from and against any and all losses, liabilities, obligations, claims, damages, costs and expenses actually and reasonably incurred by such Lender Indemnified Person, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Lender Indemnified Person may suffer or incur as a result of: (i) any breach of any of the representations, warranties, covenants or agreements made by Lenders in this Agreement, or (ii) any action instituted against a Lender Indemnified Person in any capacity, or any of them or their respective Affiliates, by any shareholder of Lender or other third party who is not an Affiliate of such Lender Indemnified Person, with respect to any of the transactions contemplated by this Agreement. The Lenders will not be liable to any Lender Indemnified Person under this Agreement to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Lender Indemnified Person’s material breach of any of the representations, warranties, covenants or agreements made by such Lender Indemnified Person in this Agreement or attributable to the material actions or material inactions of such Lender Indemnified Person.