Common use of Costs, Expenses and Indemnity Clause in Contracts

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and each of their respective officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, (iii) the exercise of the rights, powers and/or duties of the Administrative Agent and/or the Lenders with respect to the administration of the Credit Facility, the Credit Documents or any transaction contemplated under the Credit Documents, (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (v) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with its interest in any Security, whether or not such proceedings are directly related to the enforcement of any Credit Document, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such properties.

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent each Agent-Related Person and each of their respective officers, directors, employees employees, agents, trustees and agents advisors (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any the preparation, execution and delivery of the Credit Documents or any action taken or omitted by any Indemnified Person under or commitment letter, term sheet and fee letter executed in relation to any of connection with the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; Facilities, (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, ; (iii) any advice of counsel as to the exercise of the rights, powers and/or rights and duties of the Administrative Agent and/or and the Lenders with respect to the administration of the Credit FacilityFacilities, the Credit Documents or any transaction contemplated under the Credit Documents, including any interpretation issues; (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, ; (v) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with and performing its interest in any Security, whether or not such proceedings are directly related to obligations under the enforcement of any Credit Document, Documents except to the extent caused that it shall be determined in a final, non-appealable judgment by a court of competent jurisdiction that such losses, claims, damages, liabilities or expenses resulted primarily from the gross negligence or wilful misconduct intentional fault of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, under or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or Hazardous Substances from any of the properties now or previously used by the Credit PartiesBorrower, or the breach by or non- compliance with of any Environmental Law by the Borrower or by any mortgagor, owner owner, or lessee of such properties. No Indemnified Person shall be liable for any damages arising from the use by others of information provided by or on behalf of the Borrower and obtained through the Internet, Intralinks or other similar information transmission systems in connection with the Credit Facilities except to the extent that, as to any Indemnified Person, it shall be determined by a final, non-appealable judgment by a court of competent jurisdiction that such damages resulted primarily from the gross or intentional fault of such Indemnified Person. The Borrower agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Person, including the Borrower, any of its Subsidiaries and Affiliates or their respective security holders or creditors arising out of or in connection with any aspect of this Agreement or the Credit Facilities, except for direct, as opposed to consequential, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross or intentional fault of such Indemnified Person.

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent each Agent-Related Person and each of their respective officers, directors, employees employees, agents, trustees and agents advisors (each an “Indemnified Person”"INDEMNIFIED PERSON") harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any the preparation, execution and delivery of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; Commitment Letter, Term Sheet and Fee Letter, (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, ; (iii) any advice of counsel as to the exercise of the rights, powers and/or rights and duties of the Administrative Agent and/or and the Lenders with respect to the administration of the Credit FacilityFacilities, the Credit Documents or any transaction contemplated under the Credit Documents, including any interpretation issues; (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, ; (v) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with and performing its interest in any Security, whether or not such proceedings are directly related to obligations under the enforcement of any Credit Document, Documents except to the extent caused that it shall be determined in a final, non-appealable judgment by a court of competent jurisdiction that such losses, claims, damages, liabilities or expenses resulted primarily from the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, under or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or Hazardous Substances from any of the properties now or previously used by the Credit PartiesBorrower or any of its subsidiaries, or the breach by or non- compliance with of any Environmental Law by the Borrower or any of its subsidiaries or by any mortgagor, owner owner, or lessee of such properties. No Indemnified Person shall be liable for any damages arising from the use by others of information provided by or on behalf of the Borrower and obtained through the Internet, Intralinks or other similar information transmission systems in connection with the Credit Facilities except to the extent that, as to any Indemnified Person, it shall be determined by a final, non-appealable judgment by a court of competent jurisdiction that such damages resulted primarily from gross negligence or willful misconduct of such Indemnified Person. The Borrower agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Person, including the Borrower, any of its subsidiaries and Affiliates or their respective security holders or creditors arising out of or in connection with any aspect of this Credit Agreement or the Credit Facilities, except for direct, as opposed to consequential, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Person.

Costs, Expenses and Indemnity. (1) The Borrower Borrowers shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and each of their respective officers, directors, trustees, advisors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim Claim or loss Loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, ; (iiiii) any advice of counsel as to the exercise of the rights, powers and/or rights and duties of the Administrative Agent and/or and the Lenders with respect to the administration of the Credit FacilityFacilities, the Credit Documents or any transaction contemplated under the Credit Documents, ; (iviii) a default (whether or not constituting a Default or an Event of Default) by a Borrower hereunder and any enforcement proceedings relating to any of the Borrower, Credit Documents; (viv) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of performing its exercising or performing, or causing the exercise or performance of, any right, power or duty obligations under any of the Credit Documents Documents, providing any Accommodation or otherwise in connection with its interest in any Security, whether or not such proceedings are directly related to the enforcement use of any Credit DocumentAccommodation by a Borrower, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence Person as determined in a non-appealable judgment rendered by a court of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such propertiescompetent jurisdiction.

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify hereby indemnifies and agrees to defend and hold harmless the Agent, the Issue Lender, and each of the Lenders and the Administrative Agent and each of their respective directors, officers, directorsagents, employees and agents counsel (each an “Indemnified Person”"INDEMNIFIED PERSON") harmless fromfrom and against any and all losses, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) any amounts required to compensate the Indemnified Person forclaims, any costdamages, expenseliabilities, claim deficiencies, judgments or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) expenses incurred by any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents them (except to the extent caused by the that it is finally judicially determined to have resulted from their own gross negligence or wilful misconduct willful misconduct) arising out of or by reason of (a) any litigation, investigations, claims or proceedings which arise out of or are in any way related to (i) this Credit Agreement, any other Credit Document or the Indemnified Party; transactions contemplated hereby, (ii) the preparation, execution and delivery of, preservation issuance of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consentLetters of Credit, (iii) the exercise failure of the rightsIssue Lender to honor a drawing under any Letter of Credit, powers and/or duties as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, (iv) any actual or proposed use by the Borrower of the Administrative Agent and/or the Lenders with respect to the administration proceeds of the Accommodations, or (v) the Agent's or the Lenders' entering into this Credit FacilityAgreement, the other Credit Documents or any transaction contemplated under the Credit Documentsother agreements and documents relating hereto, (ivb) a default (whether any remedial or not constituting a Default or an Event of Default) other action taken by the Borrower, (v) Borrower or any proceedings brought by Additional Loan Party or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise Lenders in connection with its interest in any Security, whether or not such proceedings are directly related to the enforcement of any Credit Document, except to the extent caused compliance by the gross negligence Borrower or wilful misconduct any Additional Loan Party or any of the Indemnified Person; and their Subsidiaries, or any of their respective properties, with any federal, provincial or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines, (vic) the presence of any Contaminants contaminants at, on or under, or the discharge or reasonably likely discharge of any Contaminants from, any of the Subject Properties or contaminants from any of the properties now or previously used by the Credit PartiesBorrower or any Addition Loan Party, or the breach by or non- non-compliance with any Environmental Law by any mortgagor, owner or lessee of such properties. In addition, the Borrower shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent or such Lender in (w) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (x) in collecting all or any part of the Obligations, (y) in foreclosing or otherwise collecting upon the Collateral or any part thereof (including, without limiting the foregoing, in preserving the security interest in, possession of, repairing, protecting, ensuring, preparing for disposition, foreclosing, realizing, collecting, selling, transferring, delivering or obtaining payment of the Collateral) and (z) obtaining any legal, accounting or other advice (including remuneration of receivers) in connection with any of the foregoing.

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and each of their respective officers, directors, employees and agents (each an “"Indemnified Person”") harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim Claim or loss Loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, ; (iiiii) any advice of counsel as to the exercise of the rights, powers and/or rights and duties of the Administrative Agent and/or and the Lenders with respect to the administration of the Credit FacilityFacilities, the Credit Documents or any transaction contemplated under the Credit Documents, ; (iviii) a default (whether or not constituting a Default or an Event of Default) by the Borrower, Borrower or any Guarantor hereunder and any enforcement proceedings relating to any of the Credit Documents; (viv) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of performing its exercising or performing, or causing the exercise or performance of, any right, power or duty obligations under any of the Credit Documents Documents, providing any Accommodation or otherwise in connection with its interest in any Security, whether or not such proceedings are directly related to the enforcement use of any Credit DocumentAccommodation by the Borrower, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such properties.

Costs, Expenses and Indemnity. (1) The Borrower shalland each Subsidiary shall indemnify, whether or not the transactions contemplated in this Agreement are completed, indemnify defend and hold each of harmless the Lenders and the Administrative Agent and each of Lender and persons or entities owned or controlled by or affiliated with such Persons and their respective directors, officers, directorsshareholders, employees partners, employees, consultants and agents (each herein individually called an “"Indemnified Person”Party," and collectively called "Indemnified Parties") harmless fromfrom and against, and shall reimburse and pay to such Indemnified Person promptly (and in any event within five Business Days of demand) any amounts required to compensate the Indemnified Person forParties with respect to, any costand all claims, expensedemands, claim liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and punitive damages), causes of action, judgments, penalties, fees, costs and expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses), of any and every kind or loss suffered bycharacter, known or unknown, fixed or contingent, that may be imposed onupon, asserted against or asserted against, the incurred or paid by or on behalf of any Indemnified Person as a result Party on account of, connected with in connection with, or arising out of (ia) any bodily injury or death or property damage occurring in or upon or in the vicinity of the Credit Collateral through any cause whatsoever, (b) any act performed or omitted to be performed hereunder or the breach of or failure to perform any warranty, representation, indemnity, covenant, agreement or condition contained in this Agreement, the Security Documents or any action taken other Loan Documents, (c) any transaction, act, omission, event or omitted by circumstance arising out of or in any way connected with the Collateral or with this Agreement, the Security Documents or any other Loan Documents (other than fees and expenses related to the closing or modification of the transactions contemplated herein), and (d) the violation of or failure to comply with any statute, law, rule, regulation or order now existing or hereafter occurring. The foregoing indemnities shall not apply to any Indemnified Person under or in relation to any of the Credit Documents except Party to the extent the subject of the indemnification is caused by or arises out of the gross negligence or wilful willful misconduct of that or another Indemnified Party. If Borrower or Subsidiary and the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring ofParty are jointly named in any action covered by this Section 12.6, the Credit Documents and any related amendment, waiver or consent, (iii) the exercise of the rights, powers and/or duties of the Administrative Agent and/or the Lenders with respect to the administration of the Credit Facility, the Credit Documents or any transaction contemplated under the Credit Documents, (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (v) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with its interest in any Security, whether or not such proceedings are directly related to the enforcement of any Credit Document, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such properties.Party shall