Indemnities and Payments. Nothing herein contained shall be construed or interpreted as in any way obliging the Finance Parties to make any payment as provided for in this Agreement unless they or it are firstly supplied with such indemnifications as the Majority Lenders may consider to be necessary or desirable to protect and save the Finance Parties harmless from any liability or penalty for which any one thereof may become liable under any applicable Law as a result of making such payment.
Indemnities and Payments. Nothing herein contained shall be construed or interpreted as in any way obliging the Lenders or the Agent, as the case may be, to make any payment as provided for in this Agreement unless they or it, are first supplied with such indemnifications as the Majority Lenders may consider to be necessary or desirable to protect and save the Lenders or the Agent, as the case may be, harmless from any liability or penalty for which any one thereof may become liable under any applicable Law as a result of making such payment.
Indemnities and Payments. 14 SECTION 7.04
Indemnities and Payments. (a) The Borrower agrees to indemnify each Lender and its partners, members, officers, directors, employees, representatives, agents and affiliates ("Indemnified Parties") from, hold each of them harmless against, promptly upon demand pay or reimburse each of them for, and refrain from creating or asserting against any of them, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, losses, liabilities, damages and reasonably incurred costs or expenses of any kind or nature whatsoever regardless of whether foreseeably caused by the ordinary negligence of any Indemnified Party (collectively the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of, arising out of or related to (i) any actual or proposed use by the Borrower of the proceeds of any of the Term Loans made hereunder or (ii) any other aspect of this Agreement, the Notes, and the other Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries) or claim, but excluding herefrom all Indemnity Matters arising solely by reason of the gross negligence or willful misconduct on the part of the party to be so indemnified. To the extent that an Indemnified Party is found to have committed an act of gross negligence or willful misconduct, this contractual obligation of indemnification shall continue but shall only extend to the portion of the claim that is deemed to have occurred by reason of events other than the gross negligence or willful misconduct of the Indemnified Party.
Indemnities and Payments. Nothing herein contained shall be construed or interpreted as in any way obliging any Finance Party to make any payment as provided for in this Agreement unless they are, or it is, firstly supplied with such indemnifications as the Majority Lenders may consider to be necessary or desirable to protect and save the Finance Parties harmless from any liability or penalty for which any one thereof may become liable under any Applicable Law as a result of making such payment. 18.5 Equality of rank among the Liens created under the Operative Documents The Finance Parties expressly acknowledge, declare and agree that, except as otherwise expressly provided for herein and notwithstanding any other provision to the contrary contained, at any time and from time to time, in the Operative Documents, all Rights, Remedies and/or Recourses that now are or may at any time hereafter be granted to the Lenders, directly or indirectly, under the terms of any Applicable Law or the Security Documents and all Liens which now or may, at any time hereafter, secure the payment of the Secured Obligations shall rank pari passu for the benefit of all of the Finance Parties in accordance with their respective Rateable Share notwithstanding any priorities that might otherwise be established by Law resulting from the nature of the Liens which now are or may, at any time hereafter, be created under any of the Security Documents or from the date or time of execution, issue, delivery, registration, filing, notification, publication or perfection of any deed, instrument, application for registration, notice or financing statement. 18.6 Distribution of Payments among Creditors of a Same Class Where any payment is made under any subsection of Section 18.2 and the amount of such payment is insufficient to cover all of the debts contemplated under such subsection, then such payment shall be distributed among each creditor referred to in such subsection on the basis of the proportion that bear the debts owed to such creditor and contemplated in such subsection to the aggregate of the debts contemplated in such subsection. 18.7
