Common use of Indemnity; Damage Waiver Clause in Contracts

Indemnity; Damage Waiver. (a) The Company shall indemnify the Financing Provider and each of its Related Parties (each such person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of not more than one (1) outside counsel for any Indemnitee, and if necessary, any local counsel in each material jurisdiction, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1) the execution or delivery of this Agreement or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights or the consummation of the transactions contemplated hereby, (2) the purchase (or attempted purchase), sale (or attempted sale) or ownership of any Portfolio Investment, in each case in accordance with the terms of this Agreement, or (3) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, fraud, willful misconduct or gross negligence of such Indemnitee, (y) a claim brought against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Facility Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (z) a claim arising as a result of a dispute between Indemnitees (other than claims arising out of any act or omission by the Company or its Affiliates).

Indemnity; Damage Waiver. (a) The Company Applicable Purchaser shall indemnify the Financing Provider and each of its Related Parties (each such person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of not more than one (1) outside counsel for any Indemnitee, and if necessary, any local counsel in each material jurisdiction, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1) the execution or delivery of this Agreement or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights or the consummation of the transactions contemplated hereby, (2) the purchase (or attempted purchase), sale (or attempted sale) or ownership of any Portfolio Investment, in each case in accordance with the terms of this Agreement, or (3) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, fraud, willful misconduct or gross negligence of such Indemnitee, (y) a claim brought against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Facility Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (z) a claim arising as a result of a dispute between Indemnitees (other than claims arising out of any act or omission by the Company Applicable Purchaser or its Affiliates).

Indemnity; Damage Waiver. (a) The Company shall Borrowers shall, jointly and severally, indemnify the Financing Provider Lender, the Lender’s Affiliates, and each the members, managers, directors, officers, employees, agents and advisors of the Lender and its Related Parties Affiliates (each such person being called Person, an “Indemnitee”), ) against, and defend and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, costs and related expenses, including the fees, charges and disbursements of not more than one (1) outside counsel for the Indemnitees and, if any Indemnitee, and if necessaryIndemnitee determines in good faith (on its own or on the advice of counsel) that there are actual or potential conflicts of interest among one or more such Indemnitees, any local counsel in for each material jurisdictionsuch Indemnitee making such determination, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1a) the execution or delivery of this Agreement Agreement, the Loan Documents or any agreement or instrument contemplated therebyhereby, the performance by the parties thereto hereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights or the consummation of the transactions contemplated herebyTransactions, (2b) the purchase (Loans or attempted purchase), sale (or attempted sale) or ownership the use of any Portfolio Investment, in each case in accordance with the terms of this Agreementproceeds therefrom, or (3c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, fraud, gross negligence or willful misconduct or gross negligence of such Indemnitee, (y) a claim brought against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Facility Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (z) a claim arising as a result of a dispute between Indemnitees (other than claims arising out of any act or omission by the Company or its Affiliates).

Indemnity; Damage Waiver. (a) The Company shall indemnify the Financing Provider Administrative Agent and each Lender, and each Related Party of its Related Parties any of the foregoing Persons (each such person Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of not more than one (1) outside any counsel for any Indemnitee, and if necessary, any local counsel in each material jurisdiction, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1i) the execution or delivery of this Agreement or any agreement or instrument contemplated therebyhereby, the performance by the parties thereto hereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights or the consummation of the Transactions or any other transactions contemplated hereby, (2ii) any Loan or the use of the proceeds therefrom, (iii) any exchange or conversion of currencies in connection with Section 2.06 or otherwise, (iv) any civil penalty or fine assessed by the Office of Foreign Assets Control, Department of the Treasury, against the Administrative Agent or any Lender, and all reasonable costs or expenses (including counsel fees and disbursements) incurred in connection with the defense thereof, as a result of any violation of the representations made in Section 5.16, (v) the purchase (or attempted purchase), sale (or attempted sale) or ownership issuance of any Portfolio InvestmentLetter of Credit or (vi) the failure of any Issuing Bank to honor a drawing under any Letter of Credit as a result of any act or omission, in each case in accordance with the terms whether rightful or wrongful, of this Agreementany Governmental Authority, (vii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Credit Party or any of its Subsidiaries or (3viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, fraud, gross negligence or willful misconduct or gross negligence of such Indemnitee, (y) a claim brought against such provided that the foregoing shall not release any Indemnitee for material breach in bad faith of such Indemnitee’s from its obligations under this Agreement Agreement. As between the Company and each Issuing Bank, the Company assumes all risks of the acts and omissions of, or misuse of a Letter of Credit by, a beneficiary of such Letter of Credit. In furtherance and not in limitation of the other Facility Documentsforegoing, no Indemnitee shall be responsible for any of the following: (A) the form, validity, sufficiency, accuracy, genuineness or legal effects of any documents submitted by any party in connection with the request and application for and issuance of any Letter of Credit, even if there has been it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason whatsoever; (C) any failure of a final and nonappealable judgment against such Indemnitee on such claim as determined beneficiary of any Letter of Credit to comply with any condition of drawing thereunder; (D) any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not in cipher; (E) any error in interpretation; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) any misapplication by a court beneficiary of competent jurisdiction any Letter of Credit of the proceeds of any drawing thereunder; or (zH) a claim any consequences arising as a result from or related to events or circumstances beyond the control of a dispute between Indemnitees (other than claims arising out of the applicable Issuing Bank, including any act or omission omission, whether rightful or wrongful, of any Governmental Authority. In furtherance and not in limitation of the specific provisions herein set forth, any action taken or omitted by the applicable Issuing Bank under or in connection with any Letter of Credit or related certificates, if taken or omitted in good faith, shall not result in or give rise to any liability of any Indemnitee to the Company; provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company or its Affiliates)to the extent permitted by applicable law) suffered by the Company that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

Indemnity; Damage Waiver. (a) The Company shall indemnify the Financing Provider Administrative Agent and each Lender, and each Related Party of its Related Parties any of the foregoing Persons (each such person Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of not more than one (1) outside any counsel for any Indemnitee, and if necessary, any local counsel in each material jurisdiction, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1i) the execution or delivery of this Agreement or any agreement or instrument contemplated therebyhereby, the performance by the parties thereto hereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights or the consummation of the Transactions or any other transactions contemplated hereby, (2ii) any Loan or the use of the proceeds therefrom, (iii) any exchange or conversion of currencies in connection with Section 2.06 or otherwise, (iv) any civil penalty or fine assessed by the Office of Foreign Assets Control, Department of the Treasury, against the Administrative Agent or any Lender, and all reasonable costs or expenses (including counsel fees and disbursements) incurred in connection with the defense thereof, as a result of any violation of the representations made in Section 5.17, (v) the purchase (or attempted purchase), sale (or attempted sale) or ownership issuance of any Portfolio InvestmentLetter of Credit or (vi) the failure of the Issuing Bank to honor a drawing under any Letter of Credit as a result of any act or omission, in each case in accordance with the terms whether rightful or wrongful, of this Agreementany Governmental Authority, (vii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Credit Party or any of its Subsidiaries or (3viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, fraud, gross negligence or willful misconduct or gross negligence of such Indemnitee. As between the Company and the Issuing Bank, (y) the Company assumes all risks of the acts and omissions of, or misuse of a claim brought against such Indemnitee for material breach in bad faith Letter of Credit by, a beneficiary of such Indemnitee’s obligations Letter of Credit. In furtherance and not in limitation of the foregoing, no Indemnitee shall be responsible for any of the following: (A) the form, validity, sufficiency, accuracy, genuineness or legal effects of any documents submitted by any party in connection with the request and application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason whatsoever; (C) any failure of a beneficiary of any Letter of Credit to comply with any condition of drawing thereunder; (D) any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not in cipher; (E) any error in interpretation; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under this Agreement any Letter of Credit or of the other Facility Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined proceeds thereof; (G) any misapplication by a court beneficiary of competent jurisdiction any Letter of Credit of the proceeds of any drawing thereunder; or (zH) a claim any consequences arising as a result from or related to events or circumstances beyond the control of a dispute between Indemnitees (other than claims arising out of the Issuing Bank, including any act or omission omission, whether rightful or wrongful, of any Governmental Authority. In furtherance and not in limitation of the specific provisions herein set forth, any action taken or omitted by the Issuing Bank under or in connection with any Letter of Credit or related certificates, if taken or omitted in good faith, shall not result in or give rise to any liability of any Indemnitee to the Company; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company or its Affiliates)to the extent permitted by applicable law) suffered by the Company that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

Indemnity; Damage Waiver. (a) The Company Borrower shall indemnify the Financing Provider Buyer and each of its Related Parties agents, advisors and beneficiaries (each such person Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including the fees, charges and disbursements of not more than one (1) outside any counsel for any Indemnitee, and if necessary, any local counsel in each material jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (1i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto hereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights thereunder or the consummation of the transactions contemplated herebyhereby or thereby, (2ii) the purchase (or attempted purchase), issue and sale (or attempted sale) or ownership of any Portfolio Investment, in each case in accordance with Note or the terms use or proposed use of this Agreementthe proceeds therefrom, or (3iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, fraud, gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a claim brought by the Borrower against such an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under this Agreement or the any other Facility DocumentsLoan Document, if there the Borrower or such Credit Party has been obtained a final and nonappealable judgment against such Indemnitee in its favor on such claim as determined by a court of competent jurisdiction or (z) a claim arising as a result of a dispute between Indemnitees (other than claims arising out of any act or omission by the Company or its Affiliates)jurisdiction.

Indemnity; Damage Waiver. (a) The Company shall Each Loan Party hereby agrees to indemnify the Financing Provider Agent, each Issuing Bank, each Bank, Rabobank in its separate capacities as “Lead Arranger” and “Active Bookrunner” hereunder with respect to the syndication of the Loans, and each Related Party of its Related Parties any of the foregoing Persons (each such person Person being called an “Indemnitee”), ) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related expenses, including the fees, charges charges, and disbursements of not more than one (1) outside any counsel for any Indemnitee, and if necessary, any local counsel in each material jurisdiction, Indemnitee incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1i) the execution or delivery of this Agreement or any agreement or instrument contemplated therebyother Loan Document, the performance by the parties thereto hereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights thereunder or the consummation of the transactions contemplated herebyhereby or thereby, (2ii) any Loan or Letter of Credit or the purchase use or proposed use of the proceeds therefrom (or attempted purchase), sale (or attempted sale) or ownership including any refusal by any Issuing Bank to honor a demand for payment under a Letter of any Portfolio Investment, Credit if the documents presented in each case in accordance connection with such demand do not strictly comply with the terms of this Agreementsuch Letter of Credit), (iii) any payments that the Agent is required to make under any indemnity issued to any bank holding any Loan Party’s deposit, commodity or security accounts, (iv) any Environmental Liability related in any way to any Loan Party or any property owned or operated by any Loan Party, or (3v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from (x) the bad faithgross negligence, fraud, fraud or willful misconduct or gross negligence of such Indemnitee, (y) a claim brought against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Facility Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (z) a claim arising as a result of a dispute between Indemnitees (other than claims arising out of any act or omission by the Company or its Affiliates).

Indemnity; Damage Waiver. (a) The Company shall indemnify the Financing Provider Administrative Agent and each Lender, and each Related Party of its Related Parties any of the foregoing Persons (each such person Person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of not more than one (1) outside any counsel for any Indemnitee, and if necessary, any local counsel in each material jurisdiction, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1i) the execution or delivery of this Agreement or any agreement or instrument contemplated therebyhereby, the performance by the parties thereto hereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights or the consummation of the Transactions or any other transactions contemplated hereby, (2ii) any Loan or the use of the proceeds therefrom, (iii) any exchange or conversion of currencies in connection with Section 2.06 or otherwise, (iv) the purchase (or attempted purchase), sale (or attempted sale) or ownership issuance of any Portfolio InvestmentLetter of Credit or (v) the failure of the Issuing Bank to honor a drawing under any Letter of Credit as a result of any act or omission, in each case in accordance with the terms whether rightful or wrongful, of this Agreementany Governmental Authority, (vi) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Credit Party or any of its Subsidiaries or (3vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, fraud, gross negligence or willful misconduct or gross negligence of such Indemnitee. As between the Company and the Issuing Bank, (y) the Company assumes all risks of the acts and omissions of, or misuse of a claim brought against such Indemnitee for material breach in bad faith Letter of Credit by, a beneficiary of such Indemnitee’s obligations Letter of Credit. In furtherance and not in limitation of the foregoing, no Indemnitee shall be responsible for any of the following: (A) the form, validity, sufficiency, accuracy, genuineness or legal effects of any documents submitted by any party in connection with the request and application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason whatsoever; (C) any failure of a beneficiary of any Letter of Credit to comply with any condition of drawing thereunder; (D) any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not in cipher; (E) any error in interpretation; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under this Agreement any Letter of Credit or of the other Facility Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined proceeds thereof; (G) any misapplication by a court beneficiary of competent jurisdiction any Letter of Credit of the proceeds of any drawing thereunder; or (zH) a claim any consequences arising as a result from or related to events or circumstances beyond the control of a dispute between Indemnitees (other than claims arising out of the Issuing Bank, including any act or omission omission, whether rightful or wrongful, of any Governmental Authority. In furtherance and not in limitation of the specific provisions herein set forth, any action taken or omitted by the Company Issuing Bank under or its Affiliates)in connection with any Letter of Credit or related certificates, if taken or omitted in good faith, shall not result in or give rise to any liability of any Indemnitee to the Company.

Indemnity; Damage Waiver. (a) The Company shall indemnify the Financing Provider Administrative Agent and each Lender, and each Related Party of its Related Parties any of the foregoing Persons (each such person Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of not more than one (1) outside any counsel for any Indemnitee, and if necessary, any local counsel in each material jurisdiction, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1i) the execution or delivery of this Agreement or any agreement or instrument contemplated therebyhereby, the performance by the parties thereto hereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights or the consummation of the Transactions or any other transactions contemplated hereby, (2ii) any Loan or the use of the proceeds therefrom, (iii) any exchange or conversion of currencies in connection with Section 2.06 or otherwise, (iv) the purchase (or attempted purchase), sale (or attempted sale) or ownership issuance of any Portfolio InvestmentLetter of Credit or (v) the failure of the Issuing Bank to honor a drawing under any Letter of Credit as a result of any act or omission, in each case in accordance with the terms whether rightful or wrongful, of this Agreementany Governmental Authority, (vi) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Credit Party or any of its Subsidiaries or (3vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, fraud, gross negligence or willful misconduct or gross negligence of such Indemnitee. As between the Company and the Issuing Bank, (y) the Company assumes all risks of the acts and omissions of, or misuse of a claim brought against such Indemnitee for material breach in bad faith Letter of Credit by, a beneficiary of such Indemnitee’s obligations Letter of Credit. In furtherance and not in limitation of the foregoing, no Indemnitee shall be responsible for any of the following: (A) the form, validity, sufficiency, accuracy, genuineness or legal effects of any documents submitted by any party in connection with the request and application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason whatsoever; (C) any failure of a beneficiary of any Letter of Credit to comply with any condition of drawing thereunder; (D) any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not in cipher; (E) any error in interpretation; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under this Agreement any Letter of Credit or of the other Facility Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined proceeds thereof; (G) any misapplication by a court beneficiary of competent jurisdiction any Letter of Credit of the proceeds of any drawing thereunder; or (zH) a claim any consequences arising as a result from or related to events or circumstances beyond the control of a dispute between Indemnitees (other than claims arising out of the Issuing Bank, including any act or omission omission, whether rightful or wrongful, of any Governmental Authority. In furtherance and not in limitation of the specific provisions herein set forth, any action taken or omitted by the Company Issuing Bank under or its Affiliates)in connection with any Letter of Credit or related certificates, if taken or omitted in good faith, shall not result in or give rise to any liability of any Indemnitee to the Company.

Indemnity; Damage Waiver. (a) The Company shall Each Loan Party hereby agrees to indemnify the Financing Provider Agent, each Issuing Bank, each Bank, Rabobank in its separate capacities as “Joint Lead Arrangers” and “Sole Bookrunner” hereunder with respect to the syndication of the Loans, and each Related Party of its Related Parties any of the foregoing Persons (each such person Person being called an “Indemnitee”), ) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related expenses, including the fees, charges charges, and disbursements of not more than one (1) outside any counsel for any Indemnitee, and if necessary, any local counsel in each material jurisdiction, Indemnitee incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1i) the execution or delivery of this Agreement or any agreement or instrument contemplated therebyother Loan Document, the performance by the parties thereto hereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights thereunder or the consummation of the transactions contemplated herebyhereby or thereby, (2ii) any Loan or Letter of Credit or the purchase use or proposed use of the proceeds therefrom (or attempted purchase), sale (or attempted sale) or ownership including any refusal by any Issuing Bank to honor a demand for payment under a Letter of any Portfolio Investment, Credit if the documents presented in each case in accordance connection with such demand do not strictly comply with the terms of this Agreementsuch Letter of Credit), (iii) any payments that the Agent is required to make under any indemnity issued to any bank holding any Loan Party’s deposit, commodity or security accounts, (iv) any Environmental Liability related in any way to any Loan Party or any property owned or operated by any Loan Party, or (3v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from (x) the bad faithgross negligence, fraud, fraud or willful misconduct or gross negligence of such Indemnitee, (y) a claim brought against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Facility Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (z) a claim arising as a result of a dispute between Indemnitees (other than claims arising out of any act or omission by the Company or its Affiliates).

Indemnity; Damage Waiver. (a) The Company shall Loan Parties shall, jointly and severally, indemnify the Financing Provider Credit Parties and each of its Related Parties their Subsidiaries and Affiliates, and each of their respective stockholders, directors, officers, employees, agents, attorneys, and advisors of any of the foregoing Persons (each such person Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all damages, actual out-of-pocket losses, claims, damagesactions, causes of action, settlement payments, obligations, liabilities and related expenses, including the reasonable and documented fees, disbursements and other charges of domestic counsel and disbursements of not more than one Canadian counsel to the Indemnitees (1) outside counsel for any Indemniteeand, and if necessary, any of local counsel in each material jurisdictionrelevant jurisdiction to the Indemnitees), incurred taken as a whole, and, solely in the case of a conflict of interest, one additional counsel to all affected Indemnitees similarly situated and, if necessary, of one local counsel in each relevant jurisdiction to all such Indemnitees (in each case, as selected by the Indemnitees), incurred, suffered, sustained or required to be paid by, or asserted against against, any Indemnitee arising out of, in connection any way connected with, or as a result of (1i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated therebyhereby, the performance by the parties thereto to the Loan Documents of their respective obligations hereunder or the exercise of the parties thereto of their respective rights thereunder or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (2ii) any Credit Extension or the purchase use of the proceeds therefrom (or attempted purchase), sale (or attempted sale) or ownership including any refusal by an Issuing Bank to honor a demand for payment under a Letter of any Portfolio Investment, Credit if the documents presented in each case in accordance connection with such demand do not strictly comply with the terms of this Agreementsuch Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any Subsidiary, or any Environmental Liability related in any way to any Loan Party or any Subsidiary, (3iv) any actual or prospective claim, litigation, investigation or proceeding relating to or arising from any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto or (v) any Indemnified Taxes, Other Taxes, documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document and making of and repayment of principal, interest and fees on the Credit Extensions hereunder; provided provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith, fraud, or willful misconduct or gross negligence material breach of this Agreement of such Indemnitee or any Affiliate of such Indemnitee (or any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee’s Affiliates), or (y) a claim brought against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Facility Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (z) a claim arising as a result of arise from a dispute between Indemnitees (other than claims arising out of any act or omission by solely among the Company or its Affiliates)Indemnitees.