Indemnification; Subsequent Costs Clause Samples

Indemnification; Subsequent Costs. 13.9.1 Each Borrower agrees to pay, or reimburse the Lenders for payment of, within (5) five business days of demand therefor (i) all reasonable costs and expenses incurred by Agent in connection with any amendment, refinancing or restructuring of this Agreement or the Collateral Documents or any arrangements contemplated herein or therein, and (ii) all reasonable costs and expenses of the Lenders in connection with any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Lenders from paying any amount under, or otherwise relating in any way to, any Note and any and all reasonable costs and expenses which any of them may incur relative to any payment under any Note. At any Lender’s option, all of said amounts required to be paid by the Borrowers, if not paid when due, may be charged by such Lender as interest against the Indebtedness. 13.9.2 Each Borrower agrees to indemnify and hold harmless each Lender and its partners, officers, employees, agents and representatives (an “Indemnified Party”) from all losses, charges, demands, costs, penalties, fines, damages, liabilities, settlements, fees, expenses and disbursements of whatever kind or nature (“Losses”), incurred by any Indemnified Party (a) by reason of an Event of Default, (b) by enforcing the obligations of any Borrower or Subsidiary under this Agreement or any of the Collateral Documents, as applicable, (c) as taxes or fees (other than a tax based upon the interest income of a Lender pursuant to the Notes or capital gains on the sale or other disposition of the Securities) in respect of this Agreement or the Collateral Documents, together with any interest or penalties thereon or (d) in the prosecution, defense, participation or involvement by an Indemnified Party in any action, suit, claim, proceeding, examination or investigation based upon, arising out, related to or in connection with this Agreement or any of Collateral Documents, excluding, however, any Losses that result solely from the gross negligence or willful misconduct of the Indemnified Party or the breach by a Lender of any of its covenants contained in this Agreement or the Collateral Documents or applicable laws. 13.9.3 Each Borrower agrees to defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses based upon, arising out of, related to or in connection with (i) the presence, use, disposal, release or threatened release of ...