Common use of Indemnity by the Borrower Clause in Contracts

Indemnity by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person, the other Agents and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against the Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relating to the Loan Documents, the Commitments, the use or contemplated use of the proceeds of any Extension of Credit, or the relationship of the Borrower, the Administrative Agent and the Lenders under this Agreement; (iii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in clauses (i) or (ii) above; and (iv) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (excluding taxes, which are governed exclusively by Section 3.01 and including and limited to the Attorney Costs of one counsel for the Indemnitees taken as a whole and, if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction, in each case to the Indemnitees taken as a whole, and, solely in the case of a conflict of interest, one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction) for the affected parties taken as a whole) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any Indemnified Liability to the extent (i) it is found by a final, non-appealable judgment of a court or competent jurisdiction to arise from (x) the bad faith, willful misconduct or gross negligence of an Indemnitee or (y) a material breach by such Indemnitee of its express obligations under this Agreement or (ii) not resulting from an act or omission of the Borrower or any of its Affiliates in respect of a claim, litigation, investigation or proceeding by one Lender against another Lender in connection with secondary loan market trading activities. The agreements in this Section shall survive repayment of all Obligations.

Indemnity by the Borrower. Whether In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby are shall be consummated, the Borrower hereby agrees to defend, indemnify, save pay and hold harmless the Administrative Agent (and any sub-agent thereof), each Administrative Agent-Bank, any holders of the Loans, and any Related PersonParty of any of the foregoing Persons (collectively, the other Agents and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) harmless from and against: against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by any third party or by the Borrower, in any manner relating to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and all claimsdelivered by the Borrower in connection herewith or therewith, demands, actions or causes of action that are asserted against the statements contained in any Indemnitee commitment letters delivered by any Person (other than the Administrative Agent or any LenderBank, the agreement of the Banks to make the Loans under this Agreement, (ii) relating directly any Loan or indirectly to a claim, demand, action the use or cause intended use of action that such Person asserts the proceeds thereof (iii) any actual or may assert against alleged presence or release of hazardous substances on or from any property owned or operated by the Borrower, or any of its Affiliates environmental claim related in any way to the Borrower or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relating to the Loan Documents, the Commitments, the use or contemplated use of the proceeds of any Extension of Credit, or the relationship of the Borrower, the Administrative Agent and the Lenders under this Agreement; (iii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in clauses (i) or (ii) above; Subsidiaries and (iv) any and all liabilities (including liabilities under indemnities)actual or prospective claim, losseslitigation, costs investigation or expenses (excluding taxes, which are governed exclusively by Section 3.01 and including and limited proceeding relating to the Attorney Costs of one counsel for the Indemnitees taken as a whole and, if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction, in each case to the Indemnitees taken as a whole, and, solely in the case of a conflict of interest, one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction) for the affected parties taken as a whole) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld)foregoing, whether based on contract, tort or not arising out of any other theory, whether brought by a third party or by the negligence of an IndemniteeBorrower, and regardless of whether or not an any Indemnitee is a party to such claim, demand, action, cause of action or proceeding thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled will have any right to indemnification for any Indemnified Liability of the foregoing to the extent (i) it is found resulting from such Indemnitee’s own fraud, gross negligence or willful misconduct or, pursuant to a claim initiated by the Borrower, a breach in bad faith by such indemnified party of its obligations hereunder, in each case as determined by a final, final non-appealable judgment of a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or competent jurisdiction to arise from (x) the bad faithpublic policy, willful misconduct or gross negligence of an Indemnitee or (y) a material breach by such Indemnitee of its express obligations under this Agreement or (ii) not resulting from an act or omission of the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of its Affiliates in respect of a claim, litigation, investigation or proceeding by one Lender against another Lender in connection with secondary loan market trading activitiesthem. The agreements provisions of the undertakings and indemnification set out in this Section 9.03(a) shall survive repayment satisfaction and payment of all Obligationsthe Borrower’s Obligations and the termination of this Agreement.

Indemnity by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person, the other Agents Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys attorneys, and employees (collectively the “"Indemnitees”") from and against: (ia) any and all claims, demands, actions actions, or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action action, or cause of action that such Person asserts or may assert against the Borrower, any of its Affiliates Affiliates, or any of its their respective officers or directors; (iib) any and all claims, demands, actions actions, or causes of action arising out of or relating to to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Extension of CreditLoan, or the relationship of the Borrower, the Administrative Agent and the Lenders under this Agreement; (iiic) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action action, or cause of action described in clauses clause (ia) or clause (iib) abovepreceding; and (ivd) any and all liabilities (including liabilities under indemnities), losses, costs costs, or expenses (excluding taxes, which are governed exclusively by Section 3.01 and including and limited to the Attorney Costs of one counsel for the Indemnitees taken as a whole and, if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction, in each case to the Indemnitees taken as a whole, and, solely in the case of a conflict of interest, one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction) for the affected parties taken as a wholeCosts) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action action, or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action action, or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action action, or proceeding (all the foregoing, collectively, the “"Indemnified Liabilities”"); provided that no Indemnitee shall be entitled to indemnification for any Indemnified Liability to the extent (i) it is found loss caused by a final, non-appealable judgment of a court its own gross negligence or competent jurisdiction to arise from (x) the bad faith, willful misconduct or gross negligence of an Indemnitee or (y) a material breach for any loss asserted against it by such Indemnitee of its express obligations under this Agreement or (ii) not resulting from an act or omission of the Borrower or any of its Affiliates in respect of a claim, litigation, investigation or proceeding by one Lender against another Lender in connection with secondary loan market trading activitiesIndemnitee. The agreements in this Section shall survive repayment of all Obligations.

Indemnity by the Borrower. Whether or not the transactions contemplated hereby are consummated, the The Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person, the other Agents and each Lender Creditor and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”"INDEMNITEES") from and against: (ia) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than third party, if the Administrative Agent claim, demand, action or any Lender) relating cause of action directly or indirectly relates to a claim, demand, action or cause of action that such Person asserts or may assert against the BorrowerBorrower (or, to the extent related to the Loan Documents or the transactions contemplated thereby, any Affiliate of its Affiliates the Borrower or any officer of its officers or directorsthe Borrower); (iib) any and all claims, demands, actions or causes of action arising by a third party if the claim, demand, action or cause of action arises out of or relating relates to the Loan Documents, the Commitments, the use or contemplated use of the proceeds of any Extension of CreditLoan, or the relationship of the Borrower, the Administrative Agent Borrower and the Lenders under this AgreementAgreement or any transaction contemplated by the Loan Documents; (iiic) any administrative or investigative proceeding by any Governmental Authority Agency arising out of or related to a claim, demand, action or cause of action described in clauses (ia) or (iib) above; and (ivd) any and all liabilities (including liabilities under indemnities)liabilities, losses, costs or expenses (excluding taxes, which are governed exclusively by Section 3.01 INCLUDING reasonable attorneys' fees and including disbursements and limited to the Attorney Costs of one counsel for the Indemnitees taken as a whole and, if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction, in each case to the Indemnitees taken as a whole, and, solely in the case of a conflict of interest, one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction) for the affected parties taken as a wholeother professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, action or cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided PROVIDED that no Indemnitee shall be entitled to indemnification for any Indemnified Liability loss caused by its own negligence or willful misconduct. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section unless the Borrower is materially prejudiced thereby (and then only to the extent (i) it is found by a finalprejudiced). Each Indemnitee may contest the validity, non-appealable judgment applicability and amount of a court such claim, demand, action or competent jurisdiction to arise from (x) the bad faith, willful misconduct or gross negligence cause of an Indemnitee or (y) a material breach action with counsel selected by such Indemnitee. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending any claim, demand, action or cause of its express obligations under action covered by this Agreement Section; PROVIDED that each Indemnitee shall endeavor in connection with any matter covered by this Section which also involves other Indemnitees, to use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees. Any obligation or (ii) not resulting from an act or omission liability of the Borrower or to any of its Affiliates in respect of a claim, litigation, investigation or proceeding by one Lender against another Lender in connection with secondary loan market trading activities. The agreements in Indemnitee under this Section shall survive the expiration or termination of this Agreement and the repayment of all ObligationsLoans and the payment and performance of all other Revolving Obligations owed to the Lenders; PROVIDED, however, that such obligations or liabilities shall not, from and after the date on which the Revolving Obligations are fully paid and the Commitments terminated, be deemed Revolving Obligations for any purpose under the Loan Documents.

Indemnity by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person, the other Agents and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against the Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relating to the Loan Documents, the Revolving Commitments, the use or contemplated use of the proceeds of any Extension of Credit, or the relationship of the Borrower, the Administrative Agent and the Lenders under this Agreement; (iii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in clauses (i) or (ii) above; and (iv) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (excluding taxes, which are governed exclusively by Section 3.01 and including and limited to the Attorney Costs of one counsel for the Indemnitees taken as a whole and, if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction, in each case to the Indemnitees taken as a whole, and, solely in the case of a conflict of interest, one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction) for the affected parties taken as a whole) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any Indemnified Liability to the extent (i) it is found by a final, non-appealable judgment of a court or competent jurisdiction to arise from (x) the bad faith, willful misconduct or gross negligence of an Indemnitee or (y) a material breach by such Indemnitee of its express obligations under this Agreement or (ii) not resulting from an act or omission of the Borrower or any of its Affiliates in respect of a claim, litigation, investigation or proceeding by one Lender against another Lender in connection with secondary loan market trading activities. The agreements in this Section shall survive repayment of all Obligations.of