Lender Obligations. Each Payee shall promptly notify Borrower Representative and Collateral Agent of any change in circumstances that would change any claimed Tax exemption or reduction. Each Payee shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and Collateral Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Collateral Agent by any Governmental Authority due to such Payee’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Payee authorizes Collateral Agent to set off any amounts due to Collateral Agent under this Section against any amounts payable to such Payee under any Loan Document. The obligation of a Payee under this subsection to Collateral Agent shall survive the payment of all Obligations and the resignation or replacement of Collateral Agent. This section shall survive the repayment of the Loans and the termination of this Agreement.
Appears in 6 contracts
Samples: Term a Loan Agreement (Apparel Holding Corp.), Loan Agreement (Apparel Holding Corp.), Term Loan Agreement (Apparel Holding Corp.)
Lender Obligations. Each Payee shall promptly notify Borrower Representative and Collateral Agent of any change in circumstances that would change any claimed Tax exemption or reduction. Each Payee shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and Collateral Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Collateral Agent by any Governmental Authority due to such Payee’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Payee authorizes Collateral Agent to set off any amounts due to Collateral Agent under this Section against any amounts payable to such Payee under any Loan Document. The obligation of a Payee under this subsection to Collateral the Agent shall survive the payment of all Obligations and the resignation or replacement of Collateral Agent. This section shall survive the repayment of the Loans and the termination of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Apparel Holding Corp.), Credit Agreement (Apparel Holding Corp.)