Common use of Indemnification of the Lender Clause in Contracts

Indemnification of the Lender. Subject to the provisions of this Section 5.10, the Company will indemnify and hold the Lender and its directors, officers, stockholders, members, partners, employees and agents (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 the Lender (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (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 “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 (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Lender Party in any capacity, or any of them or their respective Affiliates, by any member of the Company who is not an Affiliate of such Lender Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Lender Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Lender Party may have with any such member or any violations by the Lender Party of state or federal securities laws or any conduct by the Lender Party which constitutes fraud, negligence, willful misconduct or malfeasance). If any action shall be brought against any Lender Party in respect of which indemnity may be sought pursuant to this Agreement, such Lender Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Lender Party. Any Lender Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Lender Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Lender Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Lender Party under this Agreement (i) for any settlement by a Lender Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Lender Party’s breach of any (x) of the representations, warranties, covenants or agreements made by such Lender Party in this Agreement or in the other Transaction Documents; or (y) agreement, understanding or arrangement with any third party.

Indemnification of the Lender. Subject The Borrower agrees (a) to the provisions of this Section 5.10, the Company will indemnify and hold harmless the Lender and its directors, officers, stockholdersemployees, members, partners, employees trustees and agents (to the full extent permitted by law) from 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 the Lender (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (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 “Lender Party”) harmless from against any and all claims, demands, losses, liabilitiesjudgments and liabilities (including liabilities for penalties) of whatsoever nature, obligations, claims, contingencies, damages, and (b) to pay to the Lender an amount equal to the amount of all costs and expenses, including reasonable legal fees and disbursements, in each case arising out of or resulting from any litigation, investigation or other proceedings relating to the Collateral, this Credit Agreement, the Copyright Security Agreement, the Pledgeholder Agreements and the Letters of Credit, the making of the Loans, any attempt to audit, inspect, protect or sell the Collateral, or the administration and enforcement or exercise of any right or remedy granted to the Lender hereunder or thereunder but excluding therefrom all claims, demands, losses, judgments, amounts paid in settlementsliabilities, court costs and expenses arising out of or resulting from (i) the gross negligence or willful misconduct of the Lender and (ii) litigation between the Borrower and the Lender in connection with the Fundamental Documents or in any way relating to the transactions contemplated hereby if, after final non-appealable judgment, the Lender is not the prevailing party in such litigation. The foregoing indemnity agreement includes any reasonable attorneys’ costs incurred by the Lender in connection with any action or proceeding which may be instituted in respect of the foregoing by the Lender or by any other Person either against the Lender or in connection with which any officer, director, agent or employee of the Lender is called as a witness or deponent, including, but not limited to, the reasonable fees and costs disbursements of investigation that Morgan, Lewis & Bockius LLP, counsel to the Lender and any such out-of-pxxxxx xxxxx xncuxxxx xx the Lender Party may suffer or incur in appearing as a result witness or in otherwise complying with legal process served upon them. In no event shall the Lender be liable to the Borrower for any matter or thing in connection with this Credit Agreement other than to make Loans and account for moneys actually received by them in accordance with the terms hereof. Whenever the provisions of this Credit Agreement or relating any other Fundamental Document provide that, if any Credit Party shall fail to (a) do any breach act or thing which it has covenanted to do hereunder or any representation or warranty of any of the representationsCredit Parties shall be breached, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Lender Party in any capacity, or any of them or their respective Affiliates, by any member of the Company who is not an Affiliate of such Lender Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Lender Party’s representations, warranties may (but shall not be obligated to) do the same or covenants under the Transaction Documents cause it to be done or remedy any agreements or understandings such breach and if the Lender Party may have with any such member does the same or any violations causes it to be done, there shall be added to the Obligations hereunder the cost or expense incurred by the Lender Party of state or federal securities laws or in so doing, and any conduct and all amounts expended by the Lender Party which constitutes fraud, negligence, willful misconduct or malfeasance). If in taking any such action shall be brought against any Lender Party repayable to it upon its demand therefor and shall bear interest at 2% in respect excess of which indemnity may be sought pursuant the Alternate Base Rate from time to this Agreement, such Lender Party shall promptly notify time in effect from the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable date advanced to the Lender Partydate of repayment. Any Lender Party All indemnities contained in this Section 11.5 shall have survive the right to employ separate counsel in any such action expiration or earlier termination of this Credit Agreement and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Lender Party except inure to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period benefit of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Lender Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Lender Party under this Agreement (i) for any settlement by Person who was a Lender Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Lender Party’s breach notwithstanding such Person's assignment of any (x) of the representations, warranties, covenants or agreements made by such Lender Party in this Agreement or in the other Transaction Documents; or (y) agreement, understanding or arrangement with any third partyall its Loans and Commitment.

Indemnification of the Lender. Subject The Borrower agrees (a) to the provisions of this Section 5.10, the Company will indemnify and hold harmless the Lender and Lender, in its directors, officers, stockholders, members, partners, employees and agents (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 the Lender (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)capacity as such, and the directors, officers, stockholdersemployees, agentstrustees, membersagents and affiliates of the Lender, partners or employees (and any other Persons with a functionally equivalent role of a Person holding in their capacity as such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a an “Lender Indemnified Party”) harmless (to the full extent permitted by Applicable Law) from and against any and all claims, demands, losses, liabilitiesjudgments and liabilities (including liabilities for penalties) of whatsoever nature, obligations, claims, contingencies, damages, and (b) to pay to the Indemnified Parties an amount equal to the amount of all costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ legal fees and costs of investigation that any such Lender Party may suffer or incur as a result of or relating disbursements, and with regard to both (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or and (b) growing out of or resulting from any litigation, investigation or other proceedings relating to the Collateral, this Credit Agreement, the other Fundamental Documents, the Loans deemed to be made under this Agreement, any attempt to audit, inspect, protect or sell the Collateral, or the administration and enforcement or exercise of any right or remedy granted to the Lender hereunder excluding therefrom all claims, demands, losses, judgments, liabilities, costs and expenses to be found by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party. The foregoing indemnity agreement includes any reasonable costs incurred by any Indemnified Party in connection with any action or proceeding which may be instituted against a Lender Party in any capacity, or any of them or their respective Affiliates, by any member of the Company who is not an Affiliate of such Lender Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Lender Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Lender Party may have with any such member or any violations by the Lender Party of state or federal securities laws or any conduct by the Lender Party which constitutes fraud, negligence, willful misconduct or malfeasance). If any action shall be brought against any Lender Party in respect of the foregoing by any Indemnified Party, or by any other Person either against any Indemnified Party or in connection with which indemnity may be sought pursuant to this Agreementany officer, such Lender director, agent or employee of any Indemnified Party shall promptly notify the Company in writingis called as a witness or deponent, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Lender Party. Any Lender Party shall have the right to employ separate counsel in any such action and participate in the defense thereofincluding, but the fees and expenses of such counsel shall be at the expense of such Lender Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writingnot limited to, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Lender Party, in which case the Company shall be responsible for the reasonable fees and expenses disbursements of no more than one such separate counsel. The Company will not be liable to any Lender Party under this Agreement (i) for any settlement by a Lender Party effected without the Company’s prior written consentWxxxxxx Xxxx & Gxxxxxxxx LLP, which shall not be unreasonably withheld or delayed; or (ii) counsel to the extentLender, but only to the extent that a loss, claim, damage or liability is attributable to and any Lender Party’s breach of out-of-pocket costs incurred by any (x) of the representations, warranties, covenants or agreements made by such Lender Indemnified Party in this Agreement appearing as a witness or in the other Transaction Documents; or (y) agreement, understanding or arrangement otherwise complying with any third partylegal process served upon them.

Indemnification of the Lender. Subject The Borrower hereby expressly agrees to the provisions of this Section 5.10indemnify, the Company will indemnify defend and hold the Lender and its the Lender's officers, directors, shareholders, agents, employees, successors and assigns (as well as the officers, stockholdersdirectors, membersshareholders, partnersagents and employees of the Lender's successors and assigns) absolutely harmless from and against all costs, employees expenses, liabilities, losses, damages, fines, penalties and/or obligations (including, without limitation, diminution in the value of the Premises) of any kind and agents character, known or unknown, fixed or contingent, asserted against, incurred by or imposed upon or alleged to be due of the Lender or the Lender's successors and assigns in connection with the assertion of (a) any claim for brokerage, agency or finder's fees or commissions in connection with the Indebtedness or the Premises not arising by, through or under the Lender; (b) any claim for attorneys', appraisal, title insurance, inspection or other fees, costs and expenses incurred in connection with the negotiation, closing, administration, collection or refinancing of the Indebtedness, which arise by, through or on behalf of the Borrower or any other Persons with a functionally equivalent role agent or representative of a Person holding such titles notwithstanding a lack the Borrower; Cc) any claim arising out of such title or occurring because of or related to any Default hereunder; Cd) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release or threatened release of any Hazardous Material on, from or affecting the Premises or any other title)property; Ce) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Material; (f) any lawsuit brought or threatened, each Person who controls settlement reached or government order relating to such Hazardous Material; or (g) any violations of laws, orders, any regulations, requirements or demands of Governmental Authorities which are based upon or in any relate to such Hazardous Material. The Borrower acknowledges that the Lender (within obligations set forth in this Section 5.28 obligate the meaning of Section 15 of Borrower even if the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (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 “Lender Party”) harmless from any and all losses, liabilities, obligations, claims, contingenciesdemands, damages, penalties, causes of action, losses, fines and costs and expensesexpenses arose out of a claim, cause of action or suit that is based on or alleged to be based on the Lender's negligence or strict liability of the Lender. Any indemnity provision is intended to indemnify the Lender against the consequences of its own negligence or fault as provided above, including all judgmentsany so--called active negligence, amounts paid regardless of whether the Lender is jointly, comparatively or concurrently negligent with the Borrower or with any other Person. Without limiting the remedies available to the Lender with respect to the enforcement of its indemnification rights as stated herein or as stated 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 (a) any breach of any of the representationsSecurity Instruments, warranties, covenants or agreements made by the Company in this Agreement or in the event any claim or demand is made or any other Transaction Documents fact comes to the attention of the Lender in connection with, relating or (b) any action instituted against a Lender Party in any capacitypertaining to, or any of them or their respective Affiliates, by any member of the Company who is not an Affiliate of such Lender Party, with respect to any arising out of the transactions contemplated by this Agreement, which the Transaction Documents (unless such action is based upon a breach Lender reasonably believes might involve or lead to some liability of the Lender Party’s representationsLender, warranties the Borrower shall, immediately upon receipt of written notification of any such claim or covenants under demand, assume in full the Transaction Documents personal responsibility for and, to the extent requested by the Lender, the defense of any such claim or demand and pay in connection therewith any agreements loss, damage, deficiency, liability or understandings obligation, including, without limitation, attorneys' fees and court costs incurred in connection therewith. In the Lender Party may have event of court action in connection with any such member claim or any violations demand the Borrower shall assume, to the extent requested by the Lender, the responsibility for the defense of any such action, and shall immediately satisfy and discharge any final decree or judgment rendered therein. The Lender Party may, in its sole and uncontrolled discretion, make any payments sustained or incurred by reason of state or federal securities laws or any conduct by of the Lender Party which constitutes fraud, negligence, willful misconduct or malfeasance). If any action shall be brought against any Lender Party in respect of which indemnity may be sought pursuant to this Agreement, such Lender Party shall promptly notify the Company in writingforegoing, and the Company Borrower shall immediately repay to the Lender in cash the amount of such payment, with interest at the rate specified in the Note to be applicable to past-due principal. The Lender shall have the right to assume join the defense thereof with counsel of its own choosing reasonably acceptable Borrower as a party defendant in any legal action brought against the Lender, and the Borrower hereby consents to the Lender Party. Any Lender Party shall have entry of an order making the right Borrower a party defendant to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Lender Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Lender Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Lender Party under this Agreement (i) for any settlement by a Lender Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Lender Party’s breach of any (x) of the representations, warranties, covenants or agreements made by such Lender Party in this Agreement or in the other Transaction Documents; or (y) agreement, understanding or arrangement with any third partyaction.

Indemnification of the Lender. Subject to the provisions of this Section 5.10, the Company will The Borrower shall protect and indemnify and hold the Lender from and its directorsagainst any and all demands, officerssuits, stockholderslosses, membersassessments, partnersfines, employees claims, damages, penalties, causes of action, costs or other expenses (including, without limitation, attorneys' fees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other titledisbursements), each Person who controls imposed upon or incurred by or asserted against the Lender (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and or the directors, officers, stockholders, agents, members, partners agents or employees of the Lender by reason of and including but not limited to liability or damage resulting from: (and 10) any other Persons failure on the part of the Borrower to perform or comply with a functionally equivalent role any of a Person holding such titles notwithstanding a lack the terms of such title this Agreement; (11) any action brought against the Lender attacking the validity of this Agreement or any other titleLoan Document; and/or (12) of such controlling person (eachactual or threatened damage to the environment, 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 agency costs of investigation that any such Lender Party may suffer investigation, personal injury or incur as death, or property damage, due to a result release or alleged release of Hazardous Materials, on or relating to (a) any breach of any of under the representations, warranties, covenants Property or agreements made by arising from the Company in this Agreement Borrower's business operations or in the other Transaction Documents surface or (b) any action instituted against a Lender Party in any capacityground water located on or under the Property arising from the Borrower's business operations, or gaseous emissions from the Property or arising from the Borrower's business operations resulting from the use or existence of Hazardous Materials, whether such claim proves to be true or false. The term "property damage" as used in this Section includes, but is not limited to, damage of any of them real or their respective Affiliates, by any member personal property of the Company who is Borrower, the Lender, and of any third parties. Any amounts payable to the Lender under this Section which are not an Affiliate paid within ten (10) days after written demand therefor by the Lender shall bear interest at the rate of interest in effect under this Agreement from the date of such demand. In the event any action, suit or proceeding is brought against the Lender Partyor the directors, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach officers, agents or employees of the Lender Party’s representationsby reason of any such occurrence, warranties or covenants under the Transaction Documents or any agreements or understandings Borrower, upon the request of the Lender Party may and at the Borrower's expense, shall resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by the Borrower and approved by the Lender. Such obligations under this Section as shall have with accrued at the time of any termination of this Agreement shall survive any such member or any violations by the Lender Party of state or federal securities laws or any conduct by the Lender Party which constitutes fraud, negligence, willful misconduct or malfeasance). If any action shall be brought against any Lender Party in respect of which indemnity may be sought pursuant to this Agreement, such Lender Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Lender Party. Any Lender Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Lender Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Lender Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Lender Party under this Agreement (i) for any settlement by a Lender Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Lender Party’s breach of any (x) of the representations, warranties, covenants or agreements made by such Lender Party in this Agreement or in the other Transaction Documents; or (y) agreement, understanding or arrangement with any third partytermination.

Indemnification of the Lender. Subject The Borrower agrees (a) to the provisions of this Section 5.10, the Company will indemnify and hold harmless the Lender and its directors, officers, stockholdersemployees, members, partners, employees trustees and agents (to the full extent permitted by law) from 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 the Lender (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (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 “Lender Party”) harmless from against any and all claims, demands, losses, liabilitiesjudgments and liabilities (including liabilities for penalties) of whatsoever nature, obligations, claims, contingencies, damages, and (b) to pay to the Lender an amount equal to the amount of all costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ legal fees and costs of investigation that any such Lender Party may suffer or incur as a result disbursements, in each case arising out of or resulting from any litigation, investigation or other proceedings relating to (a) the Collateral, this Credit Agreement, the Copyright Security Agreement, the Pledgeholder Agreements and the Letters of Credit, the making of the Loans, any breach attempt to audit, inspect, protect or sell the Collateral, or the administration and enforcement or exercise of any of the representations, warranties, covenants right or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Lender Party in any capacity, or any of them or their respective Affiliates, by any member of the Company who is not an Affiliate of such Lender Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Lender Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Lender Party may have with any such member or any violations by the Lender Party of state or federal securities laws or any conduct by the Lender Party which constitutes fraud, negligence, willful misconduct or malfeasance). If any action shall be brought against any Lender Party in respect of which indemnity may be sought pursuant to this Agreement, such Lender Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable remedy granted to the Lender Party. Any Lender Party shall have the right to employ separate counsel in any such action and participate in the defense thereofhereunder or thereunder but excluding therefrom all claims, but the fees demands, losses, judgments, liabilities, costs and expenses arising out of such counsel shall be at the expense of such Lender Party except to the extent that or resulting from (i) the employment thereof has been specifically authorized by gross negligence or willful misconduct of the Company in writing, Lender and (ii) litigation between the Company has failed Borrower and the Lender in connection with the Fundamental Documents or in any way relating to the transactions contemplated hereby if, after a reasonable period of time to assume such defense and to employ counsel or (iii) final non-appealable judgment, the Lender is not the prevailing party in such litigation. The foregoing indemnity agreement includes any reasonable costs incurred by the Lender in connection with any action there is, or proceeding which may be instituted in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position respect of the Company and foregoing by the position Lender or by any other Person either against the Lender or in connection with which any officer, director, agent or employee of such the Lender Partyis called as a witness or deponent, in which case the Company shall be responsible for including, but not limited to, the reasonable fees and expenses disbursements of Morgxx, Xxxxx & Xockxxx XXX, counsel to the Lender and any out-of-pocket costs incurred by the Lender in appearing as a witness or in otherwise complying with legal process served upon them. In no more than one such separate counsel. The Company will not event shall the Lender be liable to any Lender Party under this Agreement (i) the Borrower for any settlement matter or thing in connection with this Credit Agreement other than to make Loans and account for moneys actually received by a Lender Party effected without them in accordance with the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Lender Party’s breach of any (x) of the representations, warranties, covenants or agreements made by such Lender Party in this Agreement or in the other Transaction Documents; or (y) agreement, understanding or arrangement with any third partyterms hereof.