Common use of Indemnity of the Agents and the Lenders by the Borrowers Clause in Contracts

Indemnity of the Agents and the Lenders by the Borrowers. (a) Except with respect to any Claims (as defined below) associated with Taxes, the UK Borrower agrees to defend, indemnify and hold each UK Agent, the Agent-Related Persons, the Letter of Credit Issuer and each UK Lender (including, for the avoidance of doubt any UK Revolver Participant and the UK Fronting Lender) and each of its respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (“Claims”) which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of any UK Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with 85 respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the UK Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person as determined in a final non-appealable judgment of a court of competent jurisdiction or (ii) a breach of the Loan Documents. The agreements in this Section shall survive payment of all other Obligations.

Indemnity of the Agents and the Lenders by the Borrowers. (a) Except with respect to any Claims (as defined below) associated with Taxes, the UK Borrower agrees US Borrowers agree to defend, indemnify and hold each UK US Agent, the Agent-Related Persons, the Letter of Credit Issuer and each UK US Lender (including, for the avoidance of doubt any UK Revolver Participant and the UK Fronting Lender) and each of its respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (“Claims”) which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of any UK US Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with 85 respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the UK Borrower US Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person as determined in a final non-appealable judgment of a court of competent jurisdiction or (ii) a breach of the Loan Documents. The agreements in this Section shall survive payment of all other Obligations.

Indemnity of the Agents and the Lenders by the Borrowers. (a) Except with respect to any Claims (as defined below) associated with TaxesTo the fullest extent permitted by law, the UK Borrower agrees Borrowers agree to defend, indemnify and hold each UK Agent, the Agent-Related Persons, the Letter of Credit Issuer and each UK Lender (includingLender, for the avoidance their parents, Affiliates and Subsidiaries and all of doubt any UK Revolver Participant and the UK Fronting Lender) and each of its their respective officers, directors, employees, counsel, representatives, successors, agents and attorneys-in-fact (each, an “"Indemnified Person”") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (“Claims”) which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of any UK the Collateral Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with 85 respect to any investigation, litigation or proceeding (including any insolvency proceeding Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “"Indemnified Liabilities”"); provided, that the UK Borrower Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely from (i) the gross negligence, bad faith negligence or willful misconduct of such Indemnified Person as determined in a final non-appealable judgment of a court of competent jurisdiction or (ii) a breach of the Loan DocumentsPerson. The agreements in this Section shall survive payment of all other Obligations.

Indemnity of the Agents and the Lenders by the Borrowers. (a) Except with respect to any Claims (as defined below) associated with TaxesThe UK Borrowers agree, the UK Borrower agrees jointly and severally, to defend, indemnify and hold each UK Agent, the Agent-Related Persons, the Letter of Credit Issuer and each UK Lender (including, for the avoidance of doubt any UK Revolver Participant and the UK Fronting Lender) and each of its respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (“Claims”) which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of any UK Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with 85 respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the UK Borrower Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from (i) the gross negligence, bad faith negligence or willful misconduct of such Indemnified Person as determined in a final non-appealable judgment of a court of competent jurisdiction or (ii) a breach of the Loan Documentsjurisdiction. The agreements in this Section shall survive payment of all other Obligations.

Indemnity of the Agents and the Lenders by the Borrowers. (a) Except with respect to any Claims (as defined below) associated with TaxesThe US Borrowers agree, the UK Borrower agrees jointly and severally, to defend, indemnify and hold each UK US Agent, the Agent-Related Persons, the Letter of Credit Issuer and each UK US Lender (including, for the avoidance of doubt any UK Revolver Participant and the UK Fronting Lender) and each of its respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (“Claims”) which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of any UK US Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with 85 respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the UK Borrower US Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from (i) the gross negligence, bad faith negligence or willful misconduct of such Indemnified Person as determined in a final non-appealable judgment of a court of competent jurisdiction or (ii) a breach of the Loan Documentsjurisdiction. The agreements in this Section shall survive payment of all other Obligations.