Common use of Indemnities by the Loan Parties Clause in Contracts

Indemnities by the Loan Parties. Without limiting any other rights that the Agent or any Secured Party may have hereunder or under applicable law, Borrower hereby agrees to indemnify (and pay upon demand to) the Agent, each of the Secured Parties and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an “Indemnified Party”) from and against any and all actual damages, losses, claims, liabilities, costs, expenses and for all other amounts payable (except any amounts payable with respect to taxes, which shall be governed exclusively by Section 10.4), including reasonable attorneys’ fees (which attorneys may be employees of the Agent, any Lender Group Agent or any Lender) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the grant to, or acquisition by, the Agent for the benefit of the Secured Parties of a security interest in the Receivables, Related Security and Collections, excluding, however, Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; provided, however, that nothing contained in this sentence shall limit the liability of Borrower or limit the recourse of the Lenders to Borrower for amounts otherwise specifically provided to be paid by Borrower under the terms of this Agreement. Without limiting the generality of the foregoing indemnification (but subject to the foregoing and except to the extent the Secured Parties have received payments or Borrower has adjusted the Borrowing Base as contemplated by Section 1.4(a)), Borrower shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower) relating to or resulting from:

Indemnities by the Loan Parties. Without limiting any other rights that the Agent or any Secured Party may have hereunder or under applicable law, Borrower hereby agrees to indemnify (and pay upon demand to) the Agent, each of the Secured Parties and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an “"Indemnified Party”") from and against any and all actual damages, losses, claims, liabilities, costs, expenses and for all other amounts payable (except any amounts payable with respect to taxes, which shall be governed exclusively by Section 10.4), including reasonable attorneys’ ' fees (which attorneys may be employees of the Agent, any Lender Group Agent or any Lender) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of or as a result of this Agreement or the grant to, or acquisition by, the Agent for the benefit of the Secured Parties of a security interest in the Receivables, Related Security and Collections, excluding, however, Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; provided, however, that nothing contained in this sentence shall limit the liability of Borrower or limit the recourse of the Lenders to Borrower for amounts otherwise specifically provided to be paid by Borrower under the terms of this Agreement. Without limiting the generality of the foregoing indemnification (but subject to the foregoing and except to the extent the Secured Parties have received payments or Borrower has adjusted the Borrowing Base as contemplated by Section 1.4(a)), Borrower shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower) relating to or resulting from:

Indemnities by the Loan Parties. (a) Without limiting any other rights that the Agent or any Secured Party such Person may have hereunder or under applicable lawApplicable Law, Borrower the Loan Parties hereby agrees agree to indemnify (and pay upon demand to) the Agent, each of the Secured Parties and each of the their respective assigns, assigns and officers, directors, employees and agents and employees of thereof (collectively, the foregoing (each, an “Indemnified PartyParties”) ), forthwith on demand, from and against any and all actual damages, losses, claims, liabilities, costs, expenses liabilities and for all other amounts payable (except any amounts payable with respect to taxes, which shall be governed exclusively by Section 10.4)related reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees (which attorneys may be employees of the Agent, any Lender Group Agent or any Lender) and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or against, incurred by or asserted against such Indemnified Party or any of them arising out of or as a result of this Agreement or the grant to, or acquisition by, the Agent for the benefit of the Secured Parties of a security having an interest in the Receivables, Related Security and CollectionsCollateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted resulting from gross negligence or negligence, willful misconduct or fraud on the part of any Indemnified Party. If any Loan Party has made any indemnity payment pursuant to this Section 10.1 or Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Loan Party seeking indemnification; provided, however, that nothing contained an amount equal to the amount it has collected from others in this sentence shall limit the liability respect of Borrower or limit the recourse of the Lenders to Borrower for amounts otherwise specifically provided to be paid by Borrower under the terms of this Agreementsuch Indemnified Amounts. Without limiting the generality of foregoing, the foregoing indemnification Loan Parties shall indemnify each Indemnified Party for Indemnified Amounts (but subject to the foregoing and except to the extent resulting from gross negligence, willful misconduct or fraud on the Secured Parties have received payments or Borrower has adjusted the Borrowing Base as contemplated by Section 1.4(a)), Borrower shall indemnify the part of such Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to BorrowerParty) relating to or resulting from:

Indemnities by the Loan Parties. (a) Without limiting any other rights that the Agent or any Secured Party such Person may have hereunder or under applicable lawApplicable Law, Borrower each Loan Party hereby agrees to indemnify (and pay upon demand to) the USActive 56057294.10 Administrative Agent, each of the Collateral Custodian, the Secured Parties, the Affected Parties and each of the their respective assigns, assigns and officers, directors, employees and agents and employees of thereof (collectively, the foregoing (each, an “Indemnified PartyParties”) ), forthwith on demand, from and against any and all actual damages, losses, claims, liabilities, costs, expenses liabilities and for all other amounts payable (except any amounts payable with respect to taxes, which shall be governed exclusively by Section 10.4)related costs and expenses, including reasonable attorneys’ fees (which attorneys may be employees of the Agent, any Lender Group Agent or any Lender) and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or the grant to, or acquisition by, the Agent for the benefit of the Secured Parties of a security having an interest in the Receivables, Related Security and CollectionsCollateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted resulting from gross negligence negligence, bad faith or willful misconduct on the part of any Indemnified Party. If such Loan Party has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification; providedAmounts then, however, that nothing contained the recipient shall repay to the Loan Parties an amount equal to the amount it has collected from others in this sentence shall limit the liability respect of Borrower or limit the recourse of the Lenders to Borrower for amounts otherwise specifically provided to be paid by Borrower under the terms of this Agreementsuch indemnified amounts. Without limiting the generality of foregoing, the foregoing indemnification Loan Parties shall indemnify each Indemnified Party for Indemnified Amounts (but subject to the foregoing and except to the extent resulting from gross negligence, bad faith or willful misconduct on the Secured Parties have received payments or Borrower has adjusted the Borrowing Base as contemplated by Section 1.4(a)), Borrower shall indemnify the part of any Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to BorrowerParty) relating to or resulting from:

Indemnities by the Loan Parties. Without limiting any other rights that the Administrative Agent or any Secured Party Lender may have hereunder or under applicable law, (A) Borrower hereby agrees to indemnify (and pay upon demand to) each of the AgentAgents, each of the Secured Parties Conduits, each of the Committed Lenders and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an “Indemnified Party”) from and against any and all actual damages, losses, claims, Taxes, liabilities, costs, expenses and for all other amounts payable (except any amounts payable with respect to taxes, which shall be governed exclusively by Section 10.4)payable, including reasonable attorneys’ fees actually incurred (which attorneys may be employees of the Agent, any Lender Group Administrative Agent or any such Lender) and disbursements and, to the extent the Borrower does not timely pay such indemnity, any additional liability (including penalties, interest and expenses) arising from or with respect to any of the foregoing (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement Agreement, any Letter of Credit or the grant toacquisition, either directly or acquisition byindirectly, the Agent for the benefit by a Lender of the Secured Parties of a security an interest in the Receivables, Related Security (C) the Servicer hereby agrees to indemnify (and Collectionspay upon demand to) the Borrower for any Taxes imposed under Canadian federal or provincial law on the Borrower (including for greater certainty such Taxes on net income and branch profits and such Taxes, if any, that were required to be withheld from the Servicing Fees, and related penalties, interest and costs) arising out of the Servicer’s activities and services as Servicer hereunder (including its delegatees’ and sub-contractors’ activities and services); (D) the Servicer hereby agrees to indemnify and hold each Indemnified Party harmless against any Canadian withholding taxes (including any related penalties, interest and costs) that may be either assessed against such Indemnified Party or required to be withheld or recovered from the Borrower by the Canadian Originator as a result of (i) the purchase of Receivables from the Canadian Originator and any portion of the Purchase Price thereof remaining unpaid or being paid with a Subordinated Loan or contributed by the Canadian Originator to the capital of the Borrower, or (ii) the receipt by the Borrower of an indemnity payment pursuant to the foregoing. If the Borrower receives a refund of any such Canadian withholding taxes with respect to which it has received an indemnity payment from the Canadian Originator or the Servicer, the Borrower shall pay over such refund plus any interest received thereon to the Canadian Originator or the Servicer, as the case may be and (E) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder excluding, however, Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; provided, however, that nothing contained in this sentence shall limit the liability of Borrower or limit the recourse of the Lenders to Borrower for amounts otherwise specifically provided to be paid by Borrower under the terms of this Agreement. Without limiting the generality all of the foregoing indemnification instances under the preceding clauses (but subject to the foregoing A) and except to the extent the Secured Parties have received payments or Borrower has adjusted the Borrowing Base as contemplated by Section 1.4(a)), Borrower shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower) relating to or resulting from:E):

Indemnities by the Loan Parties. Without limiting any other rights that the Administrative Agent or any Secured Party Lender may have hereunder or under applicable law, (A) Borrower hereby agrees to indemnify (and pay upon demand to) each of the AgentAgents, each of the Secured Parties Conduits, each of the Committed Lenders and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an “Indemnified Party”) from and against any and all actual damages, losses, claims, Taxes, liabilities, costs, expenses and for all other amounts payable (except any amounts payable with respect to taxes, which shall be governed exclusively by Section 10.4)payable, including reasonable attorneys’ fees actually incurred (which attorneys may be employees of the Agent, any Lender Group Administrative Agent or any such Lender) and disbursements and, to the extent the Borrower does not timely pay such indemnity, any additional liability (including penalties, interest and expenses) arising from or with respect to any of the foregoing (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement Agreement, any Letter of Credit or the grant toacquisition, either directly or acquisition byindirectly, the Agent for the benefit by a Lender of the Secured Parties of a security an interest in the Receivables, Related Security (B) the Servicer hereby agrees to indemnify (and Collectionspay upon demand to) the Borrower for any Taxes imposed under Canadian federal or provincial law on the Borrower (including for greater certainty such Taxes on net income and branch profits and such Taxes, if any, that were required to be withheld from the Servicing Fees, and related penalties, interest and costs) arising out of the Servicer’s activities and services as Servicer hereunder (including its delegatees’ and sub-contractors’ activities and services); (C) the Servicer hereby agrees to indemnify and hold each Indemnified Party harmless against any Canadian withholding taxes (including any related penalties, interest and costs) that may be either assessed against such Indemnified Party or required to be withheld or recovered from the Borrower by the Canadian Originator as a result of (i) the purchase of Receivables from the Canadian Originator and any portion of the Purchase Price thereof remaining unpaid or being paid with a Subordinated Loan or contributed by the Canadian Originator to the capital of the Borrower, or (ii) the receipt by the Borrower of an indemnity payment pursuant to the foregoing. If the Borrower receives a refund of any such Canadian withholding taxes with respect to which it has received an indemnity payment from the Canadian Originator or the Servicer, the Borrower shall pay over such refund plus any interest received thereon to the Canadian Originator or the Servicer, as the case may be and (D) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder excluding, however, Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; provided, however, that nothing contained in this sentence shall limit the liability of Borrower or limit the recourse of the Lenders to Borrower for amounts otherwise specifically provided to be paid by Borrower under the terms of this Agreement. Without limiting the generality all of the foregoing indemnification instances under the preceding clauses (but subject to the foregoing A) and except to the extent the Secured Parties have received payments or Borrower has adjusted the Borrowing Base as contemplated by Section 1.4(a)), Borrower shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower) relating to or resulting from:D):