Common use of Indemnity by Borrower Clause in Contracts

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, trustees, agents, and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance, or administration of any Loan Document or any other agreement, letter, or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Term Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements have (x) resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) arose out of the dispute among any one or more Lenders that does not involve Borrower or any Subsidiary as a party to such dispute. No Indemnitee shall be liable for any damages arising from the use by Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.12 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.12 shall survive the resignation of Administrative Agent, the replacement of any Lender, and the repayment, satisfaction, or discharge of all the other Obligations.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, trustees, agents, and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance, or administration of any Loan Document or any other agreement, letter, or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Term Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements have (x) resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) arose out of the dispute among any one or more Lenders that does not involve Borrower or any Subsidiary as a party to such dispute. No Indemnitee shall be liable for any damages arising from the use by Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.12 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.12 shall survive the resignation of Administrative Agent, the replacement of any Lender, and the repayment, satisfaction, or discharge of all the other Obligations.

Indemnity by Borrower. Whether Without limiting any other rights that any such Person may have hereunder or not under Applicable Law (including, without limitation, the transactions contemplated right to recover damages for breach of contract), the Borrower hereby are consummatedagrees to indemnify the Collateral Agent, Borrower shall indemnify and hold harmless Administrative Agent, the Back-Up Servicer each Agent-Related PersonLender, each Lender other Secured Party, their Affiliates, and their respective Affiliatesall successors and permitted transferees, participants and assigns and all officers, directors, officersstockholders, members, employees, counseladvisors, trustees, agents, representatives and attorneys-in-fact agents of any of the foregoing (collectively the each an “IndemniteesIndemnified Party”) from and against any and all liabilities, obligationsreasonable and documented damages, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (including Attorney Costs) of one primary firm of counsel for all Indemnified Parties, and, if necessary, one local firm of counsel in each relevant jurisdiction and special counsel and, in the event of any kind actual or nature whatsoever which may at any time be imposed onpotential conflict of interest, one additional firm of counsel for each Lender subject to such conflict (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by or asserted against any such Indemnitee in any way relating to or of them arising out of or in connection with relating to the Transaction Documents (a) the execution, delivery, enforcement, performance, or administration of including any Loan Document or any other agreement, letter, or instrument delivered in connection with the transactions contemplated thereby or the consummation failure of the transactions contemplated thereby, (bBorrower to enforce its rights under the Transaction Documents and the obligations of the other parties under the Transaction Documents) any Term Loan or the use or proposed use of proceeds of the proceeds therefromAdvances or in respect of any Receivable; excluding, or however, (cv) Indemnified Taxes, (w) any actual or prospective claimTaxes (other than any Taxes that represent losses, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, lossesclaims, damages, penaltiesetc. arising from any non-Tax claim), claims, demands, actions, judgments, suits, costs, expenses, or disbursements have (x) resulted Indemnified Amounts resulting from a dispute solely among Lenders so long as such dispute does not (i) involve a claim against the gross negligence Administrative Agent or willful misconduct the Collateral Agent and (ii) arise as a result of such Indemniteeany action, inaction, representation or misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the Sub-Servicer, (y) arose out of the Indemnified Amounts resulting from a dispute solely among any one or more Lenders that does not involve Borrower or any Subsidiary as a party to such dispute. No Indemnitee shall be liable for any damages arising from of the use by Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.12 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.12 shall survive the resignation of Administrative Agent, the replacement Collateral Agent and/or the Lenders so long as (i) such dispute does not arise as a result of any Lenderaction, and the repaymentinaction, satisfactionrepresentation or misrepresentation of, or discharge of all information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the other Obligations.Sub-Servicer and

Indemnity by Borrower. Whether Without limiting any other rights that any such Person may have hereunder or not under Applicable Law (including, without limitation, the transactions contemplated right to recover damages for breach of contract), the Borrower hereby are consummatedagrees to indemnify the Collateral Agent, Borrower shall indemnify and hold harmless Administrative Agent, the Back‑Up Servicer each Agent-Related PersonLender, each Lender other Secured Party, their Affiliates, and their respective Affiliatesall successors and permitted transferees, participants and assigns and all officers, directors, officersstockholders, members, employees, counseladvisors, trustees, agents, representatives and attorneys-in-fact agents of any of the foregoing (collectively the each an “IndemniteesIndemnified Party”) from and against any and all liabilities, obligationsreasonable and documented damages, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (including Attorney Costs) of one primary firm of counsel for all Indemnified Parties, and, if necessary, one local firm of counsel in each relevant jurisdiction and special counsel and, in the event of any kind actual or nature whatsoever which may at any time be imposed onpotential conflict of interest, one additional firm of counsel for each Lender subject to such conflict (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by or asserted against any such Indemnitee in any way relating to or of them arising out of or in connection with relating to the Transaction Documents (a) the execution, delivery, enforcement, performance, or administration of including any Loan Document or any other agreement, letter, or instrument delivered in connection with the transactions contemplated thereby or the consummation failure of the transactions contemplated thereby, (bBorrower to enforce its rights under the Transaction Documents and the obligations of the other parties under the Transaction Documents) any Term Loan or the use or proposed use of proceeds of the proceeds therefrom, Loans or (c) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory (including any investigation of, preparation for, or defense in respect of any pending or threatened claimReceivable; excluding, investigationhowever, litigation(v) Indemnified Taxes, or proceeding(w) and regardless of whether Excluded Taxes (other than any Indemnitee is a party thereto (all the foregoingTaxes that represent losses, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, lossesclaims, damages, penaltiesetc. arising from any non‑Tax claim), claims, demands, actions, judgments, suits, costs, expenses, or disbursements have (x) Indemnified Amounts resulting from a dispute solely among Lenders so long as such dispute does not (i) involve a claim against the Administrative Agent or the Collateral Agent and (ii) arise as a result of any action, inaction, representation or misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the Sub‑Servicer, (y) Indemnified Amounts resulting from a dispute solely among one or more of the Administrative Agent, the Collateral Agent and/or the Lenders so long as (i) such dispute does not arise as a result of any action, inaction, representation or misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the Sub‑Servicer and (ii) a court of competent jurisdiction has determined by a final and non‑appealable judgment that the Indemnified Amounts have resulted directly and solely from the gross negligence or willful misconduct of such Indemniteethe Administrative Agent or the Collateral Agent and (z) Indemnified Amounts to the extent determined by a final and non‑appealable judgment of a court of competent jurisdiction to have resulted directly and solely from the bad faith, gross negligence, willful misconduct or (y) arose out material breach in bad faith of the dispute among express obligations under this Agreement on the part of such Indemnified Party. Notwithstanding the foregoing, each Indemnified Party shall promptly repay to the Borrower any one or more Lenders and all amounts previously paid by the Borrower pursuant to the foregoing indemnification provisions to the extent such Indemnified Party is found by a final, non‑appealable judgment of a court of competent jurisdiction not to be entitled to indemnification hereunder as contemplated by the immediately preceding sentence. Any amounts subject to the indemnification provisions of this Section 10.01(a) shall be paid by the Borrower to the related Indemnified Party on the Interest Payment Date that does not involve Borrower or any Subsidiary as a party is at least five (5) Business Days immediately following demand therefor accompanied by reasonable supporting documentation and calculations in reasonable detail with respect to such disputeamounts. No Indemnitee shall be liable for any damages arising An Indemnified Party need not demand payment from the use by Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with Seller pursuant to the Purchase Agreement prior to seeking indemnification pursuant to this Agreementclause (a), nor shall any Indemnitee demand against the Seller provide a defense for the Borrower against payment hereunder except to the extent all such Indemnified Amounts have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities been satisfied in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.12 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.12 shall survive the resignation of Administrative Agent, the replacement of any Lender, and the repayment, satisfaction, or discharge of all the other Obligationsfull.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify and hold harmless each Agent-Related Person, the Joint Lead Arrangers, the Co-Arranger, the Syndication Agent, the Documentation Agents, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, agents, advisors and attorneys-in-fact (collectively the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance, performance or administration of any Loan Document or any other agreement, letter, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Term Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “"Indemnified Liabilities”)") , IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE NEGLIGENCE OF THE INDEMNITEEout of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) arose out of the dispute among any one or more Lenders that does not involve Borrower or any Subsidiary as a party to such dispute. No Indemnitee shall be liable for any damages arising from the use by Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.12 12.11 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.12 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction, satisfaction or discharge of all the other Obligations.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Administrative Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, trustees, agents, agents and attorneys-in-fact (collectively the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance, performance or administration of any Loan Document or any other agreement, letter, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Term Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “"Indemnified Liabilities”)") in all cases, IN ALL CASESwhether or not caused by or arising, WHETHER OR NOT CAUSED BY OR ARISINGin whole or in part, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEEout of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) arose out of the dispute among any one or more Lenders that does not involve Borrower or any Subsidiary as a party to such dispute. No Indemnitee shall be liable for any damages arising from the use by Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.12 10.13 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.12 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction, satisfaction or discharge of all the other Obligations.

Indemnity by Borrower. Whether or not To the transactions contemplated hereby are consummatedfullest extent permitted by law, Borrower shall agrees to defend (with counsel reasonably satisfactory to Administrative Agent), protect, indemnify and hold harmless Lenders and Administrative Agent, any parent corporation, affiliated corporation or subsidiary of Administrative Agent and the Lenders and Administrative Agent, and each Agent-Related Person, each Lender and of their respective Affiliatesofficers, directors, officers, employees, counselattorneys and agents (each, trustees, agents, and attorneys-in-fact (collectively the an “IndemniteesIndemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costsclaims, expenses, costs and disbursements (including Attorney Costs) expenses of any kind or nature whatsoever (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and costs actually incurred at standard hourly rates (without regard to any statutory attorneys' fees provisions), which may at any time be imposed on, incurred by by, or asserted against against, any such Indemnitee Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any way manner relating to or arising out of this Agreement or in connection with (a) any of the execution, delivery, enforcement, performanceLoan Documents, or administration any act, event or transaction related or attendant thereto, the preparation, execution and delivery of any this Agreement, the Notes and the Loan Document Documents, the making or any other agreement, letter, or instrument delivered in connection with the transactions contemplated thereby or the consummation issuance and management of the transactions contemplated therebyLoans, (b) any Term Loan or the use or proposed intended use of the proceeds therefromof the Loans and the enforcement of Lenders’ rights and remedies under this Agreement, the Notes, the Loan Documents, any other instruments and documents delivered hereunder or thereunder; provided, however, that Borrower shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of any such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to such Indemnified Party within five (5) Business Days of written demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by such Indemnified Party until paid by Borrower, shall be added to the obligations of Borrower evidenced by the Notes and secured by the collateral securing the Loans. This indemnity is not intended to excuse Administrative Agent and the Lenders from performing hereunder. The provisions of this Section 11.9 shall survive the closing of the Loans, the satisfaction and payment of the Notes and any cancellation of this Loan Agreement. Borrower shall also pay, and hold Administrative Agent and the Lenders harmless from, any and all claims of any brokers, finders or agents claiming a bona fide right to any fees in connection with arranging the Loans as a result of any action by or agreement with Borrower. Notwithstanding the foregoing, Borrower shall have no obligation to indemnify (i) Administrative Agent with respect to Administrative Agent’s failure to disclose information (as required herein) to the Lenders in connection with any syndication of the Loan or Administrative Agent's failure to comply with its duties and obligations set forth herein or in the other Loan Documents, or (cii) any actual Lender with respect to its or prospective claim, litigation, investigation, another Lender’s failure to comply with its duties and obligations set forth herein or proceeding relating to any of in the foregoing, whether based on contract, tort, or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements have (x) resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) arose out of the dispute among any one or more Lenders that does not involve Borrower or any Subsidiary as a party to such dispute. No Indemnitee shall be liable for any damages arising from the use by Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.12 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.12 shall survive the resignation of Administrative Agent, the replacement of any Lender, and the repayment, satisfaction, or discharge of all the other ObligationsDocuments.

Indemnity by Borrower. Whether or not To the transactions contemplated hereby are consummatedfullest extent permitted by law, Borrower shall agrees to defend (with counsel reasonably satisfactory to Administrative Agent), protect, indemnify and hold harmless Lenders and Administrative Agent, any parent corporation, affiliated corporation or subsidiary of Administrative Agent and the Lenders, and each Agent-Related Person, each Lender and of their respective Affiliatesofficers, directors, officers, employees, counselattorneys and agents (each, trustees, agents, and attorneys-in-fact (collectively the an “IndemniteesIndemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costsclaims, expenses, costs and disbursements (including Attorney Costs) expenses of any kind or nature whatsoever (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of Lenders or any parent or affiliated corporation of Lenders), which may at any time be imposed on, incurred by by, or asserted against against, any such Indemnitee Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any way manner relating to or arising out of this Agreement or in connection with (a) any of the execution, delivery, enforcement, performanceLoan Documents, or administration any act, event or transaction related or attendant thereto, the preparation, execution and delivery of any this Agreement, the Notes and the Loan Document Documents, the making or any other agreement, letter, or instrument delivered in connection with the transactions contemplated thereby or the consummation issuance and management of the transactions contemplated therebyLoans, (b) any Term Loan Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection 105 with such demand do not strictly comply with the terms of such Letter of Credit), the use or (c) intended use of the proceeds of the Loans and the enforcement of Lenders’ rights and remedies under this Agreement, the Notes, the Loan Documents, any actual other instruments and documents delivered hereunder or prospective claimthereunder; provided, litigationhowever, investigation, or proceeding relating that Borrower shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to such Indemnified Party within five (5) days of written demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by such Indemnified Party until paid by Borrower, shall be added to the obligations of Borrower evidenced by the Notes and secured by the collateral securing the Loans. This indemnity is not intended to excuse Administrative Agent and the Lenders from performing hereunder. The provisions of this Section 11.9 shall survive the closing of the Loans, the satisfaction and payment of the Notes and any cancellation of this Loan Agreement. Borrower shall also pay, and hold Administrative Agent and the Lenders harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loans. Notwithstanding the foregoing, whether based on contract, tort, or any other theory Borrower shall have no obligation to indemnify (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation, or proceedingi) and regardless of whether any Indemnitee is a party thereto Administrative Agent with respect to Administrative Agent’s failure to disclose information (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available required herein) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements have (x) resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) arose out of the dispute among any one or more Lenders that does not involve Borrower or any Subsidiary as a party to such dispute. No Indemnitee shall be liable for any damages arising from the use by Persons other than its Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have syndication of the Loan or (ii) any liability for any indirect or consequential damages relating Lender with respect to this Agreement or any other another Lender’s failure to comply with its duties and obligations set forth in the Loan Document or arising out of its activities in connection herewith or therewith (whether before or after Documents. Notwithstanding anything to the Closing Date). All amounts due under this Section 11.12 shall be payable within ten (10) Business Days after demand therefor. The agreements contrary contained in this Section 11.12 11.9, so long as no Unmatured Default or Event of Default has occurred and remains outstanding, the Borrower’s obligations contained in this Section 11.9 relating to costs and expenses only shall survive be limited to the resignation costs and expenses incurred on behalf of the Administrative Agent, the replacement of any Lender, and the repayment, satisfaction, or discharge of all the other Obligations.