Common use of Indemnification of Lenders Clause in Contracts

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. (i) The Borrower will shall indemnify and hold harmless, to the Lendersextent permitted by law, the Servicereach Lender, the Lender Advisors and their respective advisorssuch Lender’s officers, directors, officersmanagers, shareholdersemployees, partners, stockholders, members, partnerstrustees, employeesaffiliates, agents and Affiliates (representatives, 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 person who controls a such Lender (within the meaning of Section 15 of the Securities Act and Section 20 of Act) (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 Holder Indemnified PersonParties”) harmless from and against any and all losses, liabilitiesclaims, obligations, claimsactions, damages, costs liabilities, and expenses actually (including with respect to actions or proceedings, whether commenced or threatened, and reasonably incurred by such Borrower Indemnified Person, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ attorney fees and costs expenses) caused by, resulting from, arising out of, based upon or related to any of investigation the following statements, omissions, or violations (collectively, each a “LossesViolation”) that any such Borrower Indemnified Person may suffer by Tellurian or incur as a result ofthe Borrower: (i) any breach untrue or alleged untrue statement of material fact contained in: (A) the Registration Statement, any of the representationsother registration statement, warrantiesprospectus, covenants preliminary prospectus, or agreements made by Borrower free writing prospectus, or any amendment thereof or supplement thereto; or (B) any application or other document or communication (in this Agreementclause (g), collectively called an “application”) executed by or on behalf of Tellurian or the Borrower or based upon written information furnished by or on behalf of Tellurian or the Borrower filed in any jurisdiction in order to qualify any Shares covered by such registration under the securities laws thereof; (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by Tellurian or the Borrower of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to Tellurian or the Borrower and relating to action instituted against a or inaction required of Tellurian or the Borrower Indemnified Person in connection with any capacitysuch registration, qualification, or any of them or their respective Affiliatescompliance. In addition, 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 reimburse such Lender for any Borrower Indemnified Person under this Agreement to the extent, but only to the extent that a loss, claim, damage legal or liability is attributable to any Borrower Indemnified Person’s material breach of other expenses reasonably incurred by them in connection with investigating or defending 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 Personlosses.

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) non- payment of any principal amount of interest on the Loan when due, non-performance by Borrower of any other obligation under this Agreement, or 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; provided, however, that a Lender or any Affiliate of a Lender shall not have any right under this Section to accelerate any payment of any principal or interest on the Term Loan, and the Borrower shall not be required to make indemnification payments hereunder, in each case solely to the extent any such payments would violate, or jeopardize, the qualification of the Term Loan as Tier 2 capital in accordance with 12 C.F.R. 250.166, as supplemented by Federal Reserve Supervisory Letter SR 92 37 (October 15, 1992) and 12 C.F.R. 217.20(d) and any then-applicable capital adequacy rules and regulations promulgated by the Federal Reserve, until such time as a payment hereunder would not be in violation of such aforementioned rules and regulations. 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. Borrower will EDS agrees to indemnify and hold the Lenders, the Servicer, the Administrative Agent and each Lender Advisors and their respective advisors, directors, officers, shareholders, members, partners, employees, agents attorneys and 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”an "Indemnitee") harmless from and against any and all losses, liabilities, obligations, claimslosses, actions, judgments, suits, disbursements, penalties, damages (other than consequential damages, costs ) and expenses actually and reasonably incurred by such Borrower Indemnified Personrelated expenses, 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 Personexpenses, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes, and the other Loan Documents (collectively, the "Indemnified Liabilities" and, individually, an "Indemnified Liability"), provided, however, that EDS and the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities arising from (a) the gross negligence or willful misconduct of any Indemnitee, (b) any legal proceedings commenced against any Indemnitee by any other Indemnitee or by any Participant or Assignee, (c) any violation or claimed violation by any Indemnitee of any material banking Law of the jurisdiction of its or its related Lender's Applicable Lending Office, or (d) any action by Administrative Agent or any Lender not required or contemplated by the Agreement or the Loan Documents or necessary for the performance of Administrative Agent's or any Lender's obligations, Administrative Agent's or any Lender's duties or enforcement of Administrative Agent's or any Lender's rights thereunder. The provisions of this Section 11.17 shall remain operative and in full force and effect regardless of the termination of the Commitments, the consummation of the transactions contemplated by this Agreement. Borrower will not be liable to any Borrower Indemnified Person under this Agreement to hereby, the extentrepayment of the Loans, but only to the extent that a lossoccurrence of the Commitment Termination Date, claimthe invalidity, damage illegality, or liability is attributable to any Borrower Indemnified Person’s material breach unenforceability of any term or provision of the representations, warranties, covenants or agreements made by such Borrower Indemnified Person in this Agreement or attributable any other Loan Document, or any investigation made by or on behalf of Administrative Agent or the other Lenders. All amounts due under this Section 11.17 shall be payable within ten (10) days after written demand therefor, delivered to EDS and the material actions relevant Borrower (if other than EDS) through the Administrative Agent as promptly as practical after the Indemnitee in question obtains knowledge of any Indemnified Liability, which notice shall be certified by an authorized officer of Administrative Agent or material inactions of Lender (if Administrative Agent or such Borrower Indemnified PersonLender is the Indemnitee making such claim) and shall reasonably identify the basis upon which such claim is made.

Indemnification of Lenders. Borrower The Debtor will indemnify and hold the Lenders, the Servicer, the Lender Advisors Lenders and their respective advisors, its directors, officers, shareholders, members, partners, employees, employees and 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 Lenders (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, partners or 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 persons (each, a “Borrower Indemnified PersonLender Party”) harmless from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses actually and reasonably incurred by such Borrower Indemnified Personexpenses, 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 Lender Party may suffer or incur as a result of: of or relating to (ia) any breach of any of the representations, warranties, covenants or agreements made by Borrower the Debtor in this Agreement, Agreement or in the other Transaction Documents or (iib) any action instituted against a Borrower Indemnified Person the Lender Parties in any capacity, or any of them or their respective Affiliates, by any shareholder stockholder of Borrower or other third party the Debtor who is not a Lender, an Affiliate of a Lender, Servicer, a Lender Advisor or an Affiliate of such Borrower Indemnified PersonLender Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Lender Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Lender Party may have with any such stockholder or any violations by such Lender Party of Securities Laws or any conduct by such Lender Party which constitutes fraud, gross 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 Debtor in writing, and the Debtor shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Lender Party. Borrower 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 Debtor in writing, (ii) the Debtor 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 Lender Party’s counsel, a material conflict on any material issue between the position of the Debtor and the position of such Lender Party, in which case the Debtor shall be responsible for the reasonable fees and expenses of no more than one such separate counsel for all Lender Parties. The Debtor will not be liable to any Borrower Indemnified Person Lender Party under this Agreement (y) for any settlement by a Lender Party effected without the Debtor’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Borrower Indemnified PersonLender Party’s material breach of any of the representations, warranties, covenants or agreements made by such Borrower Indemnified Person Lender Party in this Agreement or attributable in the other Transaction Documents or any violations by such Lender Party of applicable Securities Laws or any conduct by such Lender Party which constitutes fraud, gross negligence, willful misconduct or malfeasance. The indemnification required by this Section 7.1 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Lender Party against the material actions Debtor or material inactions of such Borrower Indemnified Personothers and any liabilities the Debtor may be subject to pursuant to law.

Indemnification of Lenders. Borrower will The Borrowers agree (a) to indemnify and hold harmless the Lenders, Lenders (to 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 titlefull extent permitted by law) of such controlling person (each, a “Borrower Indemnified Person”) harmless from and against any and all claims, demands, losses, liabilitiesjudgments and liabilities (including liabilities for penalties) of whatsoever nature, obligations, claims, damages, and (b) to pay to the Agent an amount equal to the amount of all costs and expenses actually and reasonably incurred by such Borrower Indemnified Personexpenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ legal fees and disbursements, and with regard to both (a) and (b) growing out of or resulting from any Collateral, this Credit Agreement (including the preparation of this Credit Agreement and all related documents whether or not the transactions contemplated hereby are consummated), the Copyright Security Agreements and the Pledgeholder Agreements, the making of the Loans, or the administration and enforcement or exercise of any right or remedy granted to the Lenders hereunder or thereunder but excluding therefrom all costs arising out of investigation (collectively, “Losses”) that any such Borrower Indemnified Person may suffer or incur as a result of: resulting from (i) the gross negligence or willful misconduct of the Lender claiming indemnification hereunder and (ii) litigation between the Parent and the Agent or the Lenders in connection with the Fundamental Documents or in any breach way relating to the transactions contemplated hereby if, after final non-appealable judgment, the Agent or the Lenders are not the prevailing party or parties in such litigation. The foregoing indemnity agreement includes any reasonable costs incurred by the Lenders in connection with any action or proceeding which may be instituted in respect of the foregoing by the Agent, or by any other Person either against the Lenders or in connection with which any officer or employee of the Lenders is called as a witness or deponent, including, but not limited to, the reasonable fees and disbursements of Morgxx, Xxxxx & Xockxxx XXX, counsel to the Agent, and any out-of-pocket costs incurred by the Lenders in appearing as a witness or in otherwise complying with legal process served upon them. In no event shall the Lenders be liable to the Parent 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 any other Fundamental Document provide that, if any Debtor shall fail to do any act or thing which it has covenanted to do hereunder or any representation or warranty of any of the representationsDebtors shall be breached, warrantiesthe Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach and the Agent does the same or causes it to be done, covenants there shall be added to the Obligations hereunder the cost or agreements made expense incurred by Borrower the Agent in so doing, and any and all amounts expended by the Agent in taking any such action shall be repayable to it upon its demand therefor and shall bear interest at 4% in excess of the Alternate Base Rate from time to time in effect from the date advanced to the date of repayment. All indemnities contained in this Section shall survive the expiration or earlier termination of this Credit 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. (i) The Borrower will shall indemnify and hold harmless, to the Lendersextent permitted by law, the Servicereach Lender, the Lender Advisors and their respective advisorssuch Lender’s officers, directors, officersmanagers, shareholdersemployees, partners, stockholders, members, partnerstrustees, employeesaffiliates, agents and Affiliates (representatives, 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 person who controls a such Lender (within the meaning of Section 15 of the Securities Act and Section 20 of Act) (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 Holder Indemnified PersonParties”) harmless from and against any and all losses, liabilitiesclaims, obligations, claimsactions, damages, costs liabilities, and expenses actually (including with respect to actions or proceedings, whether commenced or threatened, and reasonably incurred by such Borrower Indemnified Person, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ attorney fees and costs expenses) caused by, resulting from, arising out of, based upon or related to any of investigation the following statements, omissions, or violations (collectively, each a “LossesViolation”) that any such Borrower Indemnified Person may suffer or incur as a result ofby the Borrower: (i) any breach untrue or alleged untrue statement of material fact contained in: (A) the Registration Statement, any other registration statement, prospectus, preliminary prospectus, or free writing prospectus, or any amendment thereof or supplement thereto; or (B) any application or other document or communication (in this clause (g), collectively called an “application”) executed by or on behalf of the representations, warranties, covenants Borrower or agreements made based upon written information furnished by or on behalf of the Borrower filed in this Agreement, or any jurisdiction in order to qualify any Shares covered by such registration under the securities laws thereof; (ii) any action instituted against omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the Borrower Indemnified Person in any capacity, of the Securities Act or any of them other similar federal or their respective Affiliates, by state securities laws or any shareholder of rule or regulation promulgated thereunder applicable to the Borrower and relating to action 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 inaction required of the transactions contemplated by this AgreementBorrower in connection with any such registration, qualification or compliance. In addition, the Borrower will not be liable to reimburse such Lender for any Borrower Indemnified Person under this Agreement to the extent, but only to the extent that a loss, claim, damage legal or liability is attributable to any Borrower Indemnified Person’s material breach of other expenses reasonably incurred by them in connection with investigating or defending 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 Personlosses.

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 (other than a CLO Transaction) 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. Borrower Subject to the provisions of this Section 4.10, the Company will indemnify and hold the Lenders, the Servicer, the each Lender Advisors and their respective advisors, its directors, officers, shareholders, members, partners, employees, employees and 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 such 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, partners or 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 persons (each, a “Borrower Indemnified PersonLender Party”) harmless from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses actually and reasonably incurred by such Borrower Indemnified Personexpenses, 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 Lender Party may suffer or incur as a result of: of or relating to (ia) any breach of any of the representations, warranties, covenants or agreements made by Borrower the Company in this Agreement, Agreement or in the other Transaction Documents or (iib) any action instituted against a Borrower Indemnified Person the Lender Parties in any capacity, or any of them or their respective Affiliates, by any shareholder stockholder of Borrower or other third party the Company who is not a Lender, an Affiliate of a Lender, Servicer, a Lender Advisor or an Affiliate of such Borrower Indemnified PersonLender Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Lender Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Lender Party may have with any such stockholder or any violations by such Lender Party of state or federal securities laws or any conduct by such Lender Party which constitutes fraud, gross 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. Borrower 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 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 Borrower Indemnified Person Lender Party under this Agreement (y) for any settlement by a Lender Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent extent, that a loss, claim, damage or liability is attributable to any Borrower Indemnified PersonLender Party’s material breach of any of the representations, warranties, covenants or agreements made by such Borrower Indemnified Person Lender Party in this Agreement or attributable in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Lender Party against the material actions Company or material inactions of such Borrower Indemnified Personothers and any liabilities the Company may be subject to pursuant to law.

Indemnification of Lenders. Borrower Subject to the provisions of this Section 4.9, the Company will indemnify and hold the Lenders, the Servicer, the each Lender Advisors and their respective advisors, its directors, officers, shareholders, members, partners, employees, employees and 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 such 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, partners or 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 persons (each, a “Borrower Indemnified Person”"LENDER PARTY") harmless from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses actually and reasonably incurred by such Borrower Indemnified Personexpenses, 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 Lender Party may suffer or incur as a result of: of or relating to (ia) any breach of any of the representations, warranties, covenants or agreements made by Borrower the Company in this Agreement, Agreement or in the other Transaction Documents or (iib) any action instituted against a Borrower Indemnified Person Lender in any capacity, or any of them or their respective Affiliates, by any shareholder stockholder of Borrower or other third party the Company who is not a Lender, an Affiliate of a Lender, Servicer, a Lender Advisor or an Affiliate of such Borrower Indemnified PersonLender, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Lender's representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Lender may have with any such stockholder or any violations by the Lender of state or federal securities laws or any conduct by such Lender which constitutes fraud, gross 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. Borrower 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 Borrower Indemnified Person Lender Party under this Agreement (y) for any settlement by a Lender Party effected without the Company's prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Borrower Indemnified Person’s material Lender Party's breach of any of the representations, warranties, covenants or agreements made by such Borrower Indemnified Person Lender Party in this Agreement or attributable to in the material actions or material inactions of such Borrower Indemnified Personother Transaction Documents.