Common use of Borrower’s Indemnity Clause in Contracts

Borrower’s Indemnity. The Borrower undertakes to the Lender that if the Lender, any of its Affiliates, or any director, officer, employee or agent of the Lender or any such Affiliate or the Trustee (each an “indemnified party”) incurs any loss, liability, cost, claim, charge, expense (including without limitation, (i) any amount payable by the Lender under the Trust Deed and/or Agency Agreement, where such amount is subject to receipt by the Lender of the relevant amount from the Borrower; (ii) Taxes, legal fees and expenses and any applicable stamp duties, stamp duty reserve tax or other duties payable, demand or damage together with in each case any VAT thereon; and (iii) interest on late payment (where the Lender is required to pay interest as a result of a payment being made by the Lender after the due date for payment), and in respect of such loss an indemnified party shall exercise reasonable endeavours to provide any relevant documentation to the Borrower) (a “Loss”) as a result of or in connection with any Event of Default or Potential Event of Default, the Loan, this Agreement (or enforcement thereof), or the issue, constitution, sale, listing or enforcement of the Notes or the Notes being outstanding or any combination of any of the foregoing or (in the case of interest on late payment) as a result of any sum due and payable by the Borrower hereunder (other than any amount of interest) not being paid on the due date therefor in accordance with the provisions of Clause 17 (Payments), the Borrower shall pay to the Lender on demand an amount equal to such Loss and all costs, charges and expenses which it or any indemnified party may pay or incur in connection with investigating, disputing or defending any such action or claim as such costs, charges and expenses are incurred, unless such loss was caused by such indemnified party’s fraud, negligence, wilful default or wilful misconduct or arises out of a breach of the representations and warranties of the Lender under this Agreement or the Subscription Agreement. Except as expressly provided in the Trust Deed, the Lender shall not have any duty or obligation, whether as fiduciary or trustee, for any indemnified party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 15.1.

Borrower’s Indemnity. The Whether or not the transactions contemplated hereby shall be consummated, Borrower undertakes to the Lender that if the shall pay, indemnify and hold each Lender, Agent and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorney's fees, which may include the allocated charges of its Affiliatesinternal legal counsel) of any kind or nature whatsoever (collectively, "Losses") which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such person in favor of any third-party in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any director, officer, employee action taken or agent of the Lender or omitted by any such Affiliate or the Trustee (each an “indemnified party”) incurs any loss, liability, cost, claim, charge, expense (including without limitation, (i) any amount payable by the Lender person under the Trust Deed and/or Agency Agreement, where such amount is subject to receipt by the Lender of the relevant amount from the Borrower; (ii) Taxes, legal fees and expenses and any applicable stamp duties, stamp duty reserve tax or other duties payable, demand or damage together with in each case any VAT thereon; and (iii) interest on late payment (where the Lender is required to pay interest as a result of a payment being made by the Lender after the due date for payment), and in respect of such loss an indemnified party shall exercise reasonable endeavours to provide any relevant documentation to the Borrower) (a “Loss”) as a result of or in connection with any Event of Default or Potential Event of Default, the Loan, this Agreement (or enforcement thereof), or the issue, constitution, sale, listing or enforcement of the Notes or foregoing, including any Losses resulting from the Notes being outstanding or any combination inaccuracy of any of the foregoing representation or (in the case of interest on late payment) as a result of any sum due and payable warranty by the Borrower when made or deemed made by Borrower hereunder and including Losses incurred with respect to any investigation, litigation or proceeding (other than including any amount of interestinsolvency proceeding or appellate proceeding) not being paid on the due date therefor in accordance with the provisions of Clause 17 (Payments), the Borrower shall pay related to the Lender on demand an amount equal to such Loss and all costs, charges and expenses which it or any indemnified party may pay or incur in connection with investigating, disputing or defending any such action or claim as such costs, charges and expenses are incurred, unless such loss was caused by such indemnified party’s fraud, negligence, wilful default or wilful misconduct or arises out of a breach of the representations and warranties of the Lender under this Agreement or any other Loan Document or any actual or proposed use of proceeds of the Subscription Agreement. Except as expressly provided in the Trust Deed, the Lender shall not have any duty or obligationLoans hereunder, whether as fiduciary or trusteenot any Indemnified Person is a party thereto (all of the foregoing, for any indemnified party or otherwisecollectively the "Indemnified Liabilities"); provided, to recover any such payment or to account that Borrower shall have no obligation hereunder to any other person for any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. All amounts paid to it owing under this Clause 15.1Section 11.8 shall be paid promptly upon demand. At the election of any Indemnified Person, Borrower shall defend such Indemnified Person in respect of any Indemnified Liabilities using legal counsel reasonably satisfactory to such Indemnified Person at the sole cost and expense of Borrower.

Borrower’s Indemnity. The Borrower undertakes to indemnify the Lender that if (and, following the Lenderdelivery of an Issuer Enforcement Notice, the Issuer Security Trustee) and the FleetCo Security Agent and the Transaction Agent against: 11.1.1 any claim, loss, cost or expense (including legal fees) or liability together with any Irrecoverable VAT thereon, whether or not reasonably foreseeable, which it may sustain or incur as a consequence of the occurrence of any FleetCo Event of Default or any default by the Borrower in the performance of any of its Affiliates, or the obligations expressed to be assumed by it in this Agreement; 11.1.2 any director, officer, employee or agent loss (other than by reason of the gross negligence or willful default by the Lender (or, in the case of Clause 14 (Assignments and Miscellaneous), the Lender and the FleetCo Security Agent, as applicable)) or costs, together with any such Affiliate Irrecoverable VAT thereon, it may suffer or incur as a result of its funding or making arrangements to fund a FleetCo Advance requested by the Trustee (each an “indemnified party”) incurs Borrower but not made by reason of the operation of any one or more of the provisions hereof; 11.1.3 any loss, liabilitycosts or expenses, costtogether with any Irrecoverable VAT thereon, claim, charge, expense (including without limitation, (i) the Lender may suffer or incur as a result of drawing on the Issuer Reserve Account as a result of any amount payable shortfall in payments by the Lender Borrower under the Trust Deed and/or Agency this Agreement; 11.1.4 any costs and expenses, where such amount is subject together with any Irrecoverable VAT thereon, of any receiver appointed to receipt by the Lender of the relevant amount from the Borrower; (ii) Taxes, legal fees and expenses and any applicable stamp duties, stamp duty reserve tax or other duties payable, demand or damage together with in each case any VAT thereon; and (iii) interest on late payment (where the Lender is required to pay interest as a result of a payment being default by the Lender caused by a breach by the Borrower of its obligations under the Transaction Documents; and 11.1.5 any termination payment, together with any Irrecoverable VAT thereon, required to be made by the Lender after the due date for payment), and in respect of such loss an indemnified party shall exercise reasonable endeavours to provide under any relevant documentation to the Borrower) (a “Loss”) as a result of or in connection with any Event of Default or Potential Event of Default, the Loan, this Issuer Hedging Agreement (or enforcement thereof), or the issue, constitution, sale, listing or enforcement of the Notes or the Notes being outstanding or any combination of any of the foregoing or (in the case of interest on late payment) arising as a result of any sum due and payable failure by the Lender to comply with its obligations thereunder in circumstances where such failure is caused by any breach by the Borrower hereunder (other than any amount of interest) not being paid on its obligations under the due date therefor in accordance with the provisions of Clause 17 (Payments), the Borrower shall pay to the Lender on demand an amount equal to such Loss and all costs, charges and expenses which it or any indemnified party may pay or incur in connection with investigating, disputing or defending any such action or claim as such costs, charges and expenses are incurred, unless such loss was caused by such indemnified party’s fraud, negligence, wilful default or wilful misconduct or arises out of a breach of the representations and warranties of the Lender under this Agreement or the Subscription Agreement. Except as expressly provided in the Trust Deed, the Lender shall not have any duty or obligation, whether as fiduciary or trustee, for any indemnified party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 15.1Transaction Documents.

Borrower’s Indemnity. The Borrower undertakes to indemnify the Lender that if (and, following the Lenderdelivery of an Issuer Enforcement Notice, the Issuer Security Trustee) and the FleetCo Security Agent and the Transaction Agent against: 11.1.1 any claim, loss, cost or expense (including legal fees) or liability together with any Irrecoverable VAT thereon, whether or not reasonably foreseeable, which it may sustain or incur as a consequence of the occurrence of any FleetCo Event of Default or any default by the Borrower in the performance of any of its Affiliates, or the obligations expressed to be assumed by it in this Agreement; 11.1.2 any director, officer, employee or agent loss (other than by reason of the gross negligence or willful default by the Lender (or, in the case of Clause 14 (Assignments and Miscellaneous), the Lender and the FleetCo Security Agent, as applicable)) or cost, together with any such Affiliate Irrecoverable VAT thereon, it may suffer or incur as a result of its funding or making arrangements to fund a FleetCo Advance requested by the Trustee (each an “indemnified party”) incurs Borrower but not made by reason of the operation of any one or more of the provisions hereof; 11.1.3 any loss, liabilitycosts or expenses, costtogether with any Irrecoverable VAT thereon, claim, charge, expense (including without limitation, (i) the Lender may suffer or incur as a result of drawing on the Issuer Reserve Account as a result of any amount payable shortfall in payments by the Lender Borrower under the Trust Deed and/or Agency this Agreement; 11.1.4 any costs and expenses, where such amount is subject together with any Irrecoverable VAT thereon, of any receiver appointed to receipt by the Lender of the relevant amount from the Borrower; (ii) Taxes, legal fees and expenses and any applicable stamp duties, stamp duty reserve tax or other duties payable, demand or damage together with in each case any VAT thereon; and (iii) interest on late payment (where the Lender is required to pay interest as a result of a payment being default by the Lender caused by a breach by the Borrower of its obligations under the Transaction Documents; and 11.1.5 any termination payment, together with any Irrecoverable VAT thereon, required to be made by the Lender after the due date for payment), and in respect of such loss an indemnified party shall exercise reasonable endeavours to provide under any relevant documentation to the Borrower) (a “Loss”) as a result of or in connection with any Event of Default or Potential Event of Default, the Loan, this Issuer Hedging Agreement (or enforcement thereof), or the issue, constitution, sale, listing or enforcement of the Notes or the Notes being outstanding or any combination of any of the foregoing or (in the case of interest on late payment) arising as a result of any sum due and payable failure by the Lender to comply with its obligations thereunder in circumstances where such failure is caused by any breach by the Borrower hereunder (other than any amount of interest) not being paid on its obligations under the due date therefor in accordance with the provisions of Clause 17 (Payments), the Borrower shall pay to the Lender on demand an amount equal to such Loss and all costs, charges and expenses which it or any indemnified party may pay or incur in connection with investigating, disputing or defending any such action or claim as such costs, charges and expenses are incurred, unless such loss was caused by such indemnified party’s fraud, negligence, wilful default or wilful misconduct or arises out of a breach of the representations and warranties of the Lender under this Agreement or the Subscription Agreement. Except as expressly provided in the Trust Deed, the Lender shall not have any duty or obligation, whether as fiduciary or trustee, for any indemnified party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 15.1Transaction Documents.

Borrower’s Indemnity. The Borrower undertakes to the Lender that if the Lender, any of its Affiliates, or any director, officer, employee or agent of the Lender or any such Affiliate or the Trustee (each an “"indemnified party”") incurs any loss, liability, cost, claim, charge, expense (including without limitation, (i) any amount payable by the Lender under the Trust Deed and/or Agency Agreement, where such amount is subject to receipt by the Lender of the relevant amount from the Borrower; , (ii) Taxes, legal fees and expenses and any applicable stamp duties, stamp duty reserve tax or other duties payable, demand or damage together with in each case any VAT thereon; and (iii) interest on late payment (where the Lender is required to pay interest as a result of a payment being made by the Lender after the due date for payment), and in respect of such loss an indemnified party shall exercise reasonable endeavours to provide any relevant documentation to the Borrower) (a “"Loss”") as a result of or in connection with any Event of Default or Potential Event of DefaultBankruptcy Event, the Subordinated Loan, this Agreement (or enforcement thereof), or the issue, constitution, sale, listing or enforcement of the Notes or the Notes being outstanding or any combination of any of the foregoing or (in the case of interest on late payment) as a result of any sum due and payable by the Borrower hereunder (other than any amount of interest) not being paid on the due date therefor in accordance with the provisions of Clause 17 (Payments)foregoing, the Borrower shall pay to the Lender on demand an amount equal to such Loss and all costs, charges and expenses which it or any indemnified party may pay or incur in connection with investigating, disputing or defending any such action or claim as such costs, charges and expenses are incurred, unless such loss was caused by such indemnified party’s fraud, negligence, wilful default or wilful misconduct or arises out of a breach of the representations and warranties of the Lender under this Agreement or the Subscription Agreement. Except as expressly provided in the Trust Deed, the Lender shall not have any duty or obligation, whether as fiduciary or trustee, for any indemnified party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 15.115.2.

Borrower’s Indemnity. The Borrower undertakes to indemnify the Lender that if (and, following the Lenderdelivery of an Issuer Enforcement Notice, the Issuer Security Trustee) and the FleetCo Security Agent and the Transaction Agent against: 11.1.1 any claim, loss, cost or expense (including legal fees) or liability together with any Irrecoverable VAT thereon, whether or not reasonably foreseeable, which it may sustain or incur as a consequence of the occurrence of any FleetCo Event of Default or any default by the Borrower in the performance of any of its Affiliates, or the obligations expressed to be assumed by it in this Agreement; 11.1.2 any director, officer, employee or agent loss (other than by reason of the gross negligence or willful default by the Lender (or, in the case of Clause 15 (Assignments), the Lender and the FleetCo Security Agent, as applicable) or cost, together with any such Affiliate Irrecoverable VAT thereon, it may suffer or incur as a result of its funding or making arrangements to fund a FleetCo Advance requested by the Trustee (each an “indemnified party”) incurs Borrower but not made by reason of the operation of any one or more of the provisions hereof; 11.1.3 any loss, liabilitycosts or expenses, costtogether with any Irrecoverable VAT thereon, claim, charge, expense (including without limitation, (i) the Lender may suffer or incur as a result of drawing on the Issuer Reserve Account as a result of any amount payable shortfall in payments by the Lender Borrower under the Trust Deed and/or Agency this Agreement; 11.1.4 any costs and expenses, where such amount is subject together with any Irrecoverable VAT thereon, of any receiver appointed to receipt by the Lender of the relevant amount from the Borrower; (ii) Taxes, legal fees and expenses and any applicable stamp duties, stamp duty reserve tax or other duties payable, demand or damage together with in each case any VAT thereon; and (iii) interest on late payment (where the Lender is required to pay interest as a result of a payment being default by the Lender caused by a breach by the Borrower of its obligations under the Transaction Documents; and 11.1.5 any termination payment, together with any Irrecoverable VAT thereon, required to be made by the Lender after the due date for payment), and in respect of such loss an indemnified party shall exercise reasonable endeavours to provide under any relevant documentation to the Borrower) (a “Loss”) as a result of or in connection with any Event of Default or Potential Event of Default, the Loan, this Issuer Hedging Agreement (or enforcement thereof), or the issue, constitution, sale, listing or enforcement of the Notes or the Notes being outstanding or any combination of any of the foregoing or (in the case of interest on late payment) arising as a result of any sum due and payable failure by the Lender to comply with its obligations thereunder in circumstances where such failure is caused by any breach by the Borrower hereunder (other than any amount of interest) not being paid on its obligations under the due date therefor in accordance with the provisions of Clause 17 (Payments), the Borrower shall pay to the Lender on demand an amount equal to such Loss and all costs, charges and expenses which it or any indemnified party may pay or incur in connection with investigating, disputing or defending any such action or claim as such costs, charges and expenses are incurred, unless such loss was caused by such indemnified party’s fraud, negligence, wilful default or wilful misconduct or arises out of a breach of the representations and warranties of the Lender under this Agreement or the Subscription Agreement. Except as expressly provided in the Trust Deed, the Lender shall not have any duty or obligation, whether as fiduciary or trustee, for any indemnified party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 15.1Transaction Documents.

Borrower’s Indemnity. The Borrower undertakes Borrowers shall pay, indemnify and hold harmless each of the Banks and their respective directors, officers, employees, agents, and representatives (the "Indemnified Parties") for, from and against, and promptly to reimburse the Lender that if the LenderIndemnified Parties for, any of its Affiliatesand all claims, or any directordamages, officerliabilities, employee or agent of the Lender or any such Affiliate or the Trustee losses, costs and expenses (each an “indemnified party”) incurs any lossincluding, liabilitywithout limitations, cost, claim, charge, expense (including without limitation, (i) any amount payable by the Lender under the Trust Deed and/or Agency Agreement, where such amount is subject to receipt by the Lender of the relevant amount from the Borrower; (ii) Taxes, legal reasonable attorneys' fees and expenses and amounts paid in settlement) (the "Indemnified Liabilities") incurred, paid or sustained by the Indemnified Parties in connection with, arising out of, based upon or otherwise involving or resulting from any applicable stamp dutiesthreatened, stamp duty reserve tax pending or completed action, suit, investigation or other duties payableproceeding by, demand against or damage together otherwise involving the Indemnified Parties and in any way dealing with, relating to or otherwise involving this Agreement, any of the other Loan Documents, or any transaction contemplated hereby or thereby (each a "Triggering Event"); provided, however, that the Borrowers shall have no obligation to indemnify the Indemnified Parties hereunder with respect to any Indemnified Liabilities arising from the gross negligence, bad faith or willful misconduct of any of the Indemnified Parties. The Borrowers shall pay, indemnify and hold harmless the Indemnified Parties for, from and against, and promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (including, without limitations, reasonable attorneys' and consultant fees and expenses, investigation and laboratory fees, removal, remedial, response and corrective action costs, and amounts paid in each case any VAT thereon; and (iiisettlement) interest on late payment (where incurred, paid or sustained by the Lender is required to pay interest Indemnified Parties as a result of a payment being made by the Lender after the due date for payment)manufacture, and in respect storage, transportation, release or disposal of such loss an indemnified party shall exercise reasonable endeavours to provide any relevant documentation to the Borrower) (a “Loss”) as a result of Hazardous Waste on, from, over or in connection with any Event of Default or Potential Event of Default, the Loan, this Agreement (or enforcement thereof), or the issue, constitution, sale, listing or enforcement of the Notes or the Notes being outstanding or any combination of affecting any of the foregoing Collateral or (any of the assets, properties, or operations of either or both of the Borrowers or any predecessor in interest, directly or indirectly. The obligations of the case Borrowers under this Section 7.6 shall survive the termination of interest on late payment) as a result the Credit, the payment and satisfaction of all of the Secured Indebtedness, and the release of the Collateral. To the extent that any of the indemnities set forth in this Section 7.6 may be unenforceable because it is violative of any sum due and payable by the Borrower hereunder (other than any amount of interest) not being paid on the due date therefor in accordance with the provisions of Clause 17 (Payments)Law or public policy, the Borrower Borrowers shall pay the maximum portion which they are permitted to the Lender on demand an amount equal to such Loss and all costs, charges and expenses which it or any indemnified party may pay or incur in connection with investigating, disputing or defending any such action or claim as such costs, charges and expenses are incurred, unless such loss was caused by such indemnified party’s fraud, negligence, wilful default or wilful misconduct or arises out of a breach of the representations and warranties of the Lender under this Agreement or the Subscription Agreement. Except as expressly provided in the Trust Deed, the Lender shall not have any duty or obligation, whether as fiduciary or trustee, for any indemnified party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 15.1applicable Law.