Common use of Other Indemnity Clause in Contracts

Other Indemnity. The addition to this Agreement of any Indemnitor, including any entities acquired after the date of execution of this Agreement, may be effected by written amendment executed by such lndemnitor only, notwithstanding any language herein to the contrary. The lndemnitors and Principals shall continue to remain bound under the terms of the Agreement, Other Agreements, and any other agreements containing indemnity obligations, even though the Surety may from time to time heretofore or hereafter, with or without notice to or knowledge of the lndemnitors and Principals, accept, release, or reduce any indemnity obligations or collateral of current or future lndemnitors and Principals for any reason. The lndemnitors and Principals expressly waive notice from the Surety of any such action and, furthermore, it is explicitly understood and agreed by the lndemnitors and Principals that any and all other rights which the Surety may have or acquire against the lndemnitors and Principals and/or others under any such agreements or additional agreements or collateral shall be in addition to, and not in lieu of, the rights afforded the Surety under this Agreement. No lndemnitor shall make any defense to the enforcement of this Agreement based on the execution of Other Agreements or related to the addition or the release of any Indemnitor, and each lndemnitor explicitly confirms its joint and several liability for Bonds issued by the Surety as provided in this Agreement. SEVENTEENTH: INVALIDITY – Invalidity of any provision of this Agreement by reason of the laws of any jurisdiction shall not render the other provisions hereof invalid. In case any of the parties set forth in this Agreement fail to execute the same, or in case the execution hereof by any of the parties be defective or invalid for any reason, including lack of authority to bind any party, such failure, defect or invalidity shall not in any manner affect the validity of this Agreement or the liability hereunder of any of the parties executing the same, but each and every party so executing shall be and remain fully bound and liable hereunder to the same extent as if such failure, defect or invalidity had not existed. Each party agrees to execute promptly any documentation necessary to cure any such failure, defect or invalidity. It is understood and agreed by the lndemnitors and Principals that the rights, powers, and remedies given the Surety under this Agreement shall be and are in addition to, and not in lieu of, any and all other rights, powers, and remedies which the Surety may have or acquire against the lndemnitors and Principals or others whether by the terms of any other agreement or by operation of law or otherwise. EIGHTEENTH: ATTORNEY–IN–FACT – The lndemnitors and Principals hereby irrevocably nominate, constitute, appoint and designate the Surety as their attorney–in–fact with the full right and authority, but not the obligation, to exercise all the rights of the lndemnitors and Principals assigned, transferred and set over to the Surety in this Agreement, with full power and authority to execute on behalf of and sign the name of any lndemnitor and/or Principal to any voucher, financing statement, release, satisfaction, check, xxxx of sale of all or any property by this Agreement assigned to the Surety, or other documents or papers deemed necessary and proper by the Surety in order to give full effect not only to the intent and meaning of the within assignments, but also to the full protection intended to be herein given to the Surety under all other provisions of this Agreement. The lndemnitors and Principals hereby ratify and confirm all acts and actions taken and done by the Surety as such attorney–in–fact and agree to protect and hold harmless the Surety for acts herein granted as attorney–in–fact.

Other Indemnity. The addition to this Agreement of any Indemnitor, including any entities acquired after Principals and the date of execution of this Agreement, may be effected by written amendment executed by such lndemnitor only, notwithstanding any language herein to the contrary. The lndemnitors and Principals Indemnitors shall continue to remain bound under the terms of the Agreement, Other Agreements, and any other agreements containing indemnity obligations, this Agreement even though the Surety may have from time to time heretofore or hereafter, with or without notice to or knowledge of the lndemnitors Principals and Principalsthe Indemnitors, accept, release, accepted or reduce any indemnity obligations released other agreements of Indemnity or collateral in connection with the execution or procurement of current or future lndemnitors and Principals for any reason. The lndemnitors and Principals expressly waive notice the Bonds, from the Surety of any such action and, furthermorePrincipals or Indemnitors and/or others, it is explicitly being expressly understood and agreed by the lndemnitors Principals and Principals the Indemnitors that any and all other rights which the Surety may have or acquire against the lndemnitors Principals and Principals the Indemnitors and/or others under any such agreements other or additional agreements of indemnity or collateral shall be in addition to, and not in lieu of, the rights afforded the Surety under this Agreement. No lndemnitor shall make any defense to the enforcement of this Agreement based on the execution of Other Agreements or related to the addition or the release of any Indemnitor, and each lndemnitor explicitly confirms its joint and several liability for Bonds issued by the Surety as provided in this Agreement. SEVENTEENTH: INVALIDITY – Invalidity of any provision of this Agreement by reason of the laws of any jurisdiction shall not render the other provisions hereof invalid. - In case any of the parties set forth mentioned in this Agreement fail to execute the same, or in case the execution hereof by any of the parties be defective or invalid for any reason, including lack of authority to bind any party, such failure, defect or invalidity shall not in any manner affect the validity of this Agreement or the liability hereunder of any of the parties executing the same, but each and every party so executing shall be and remain fully bound and liable hereunder to the same extent as if such failure, defect or invalidity had not existed. Each party agrees to execute promptly any documentation necessary to cure any such failure, defect or invalidity. It is understood and agreed by the lndemnitors Principals and Principals Indemnitors that the rights, powers, and remedies given the Surety under this Agreement shall be and are in addition to, and not in lieu of, any and all other rights, powers, and remedies which the Surety may have or acquire against the lndemnitors Principals and Principals Indemnitors or others whether by the terms of any other agreement or by operation of law or otherwise. EIGHTEENTH: ATTORNEY–IN–FACT – The lndemnitors and Principals hereby irrevocably nominate, constitute, appoint and designate the Surety as their attorney–in–fact with the full right and authority, but not the obligation, to exercise all the rights of the lndemnitors and Principals assigned, transferred and set over to the Surety in this Agreement, with full power and authority to execute on behalf of and sign the name of any lndemnitor and/or Principal to any voucher, financing statement, release, satisfaction, check, xxxx of sale of all or any property by this Agreement assigned to the Surety, or other documents or papers deemed necessary and proper by the Surety in order to give full effect not only to the intent and meaning of the within assignments, but also to the full protection intended to be herein given to the Surety under all other provisions of this Agreement. The lndemnitors and Principals hereby ratify and confirm all acts and actions taken and done by the Surety as such attorney–in–fact and agree to protect and hold harmless the Surety for acts herein granted as attorney–in–fact.

Other Indemnity. The addition (a) Borrower agrees to this Agreement indemnify and hold harmless Agent, the Collateral Agent, each Lender and each of their respective officers, directors, agents and employees from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against Agent, the Collateral Agent, any Lender, any Issuing Lender or any such other indemnified Person in connection with or arising out of any Indemnitorinvestigation, including any entities acquired after the date of execution of litigation or proceeding related to this Agreement, may the Advances, the Revolving 91 Credit Commitments, the Letters of Credit, the use of proceeds of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be effected by written amendment executed by required to indemnify any such lndemnitor onlyindemnified Person from or against any portion of such claims, notwithstanding any language herein to the contrarydamages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The lndemnitors foregoing indemnification shall be binding on the Borrower forever, and Principals shall continue to remain bound under the terms survive repayment of the Agreement, Other Agreements, Obligations and any other agreements containing indemnity obligations, even though the Surety may from time to time heretofore or hereafter, with or without notice to or knowledge of the lndemnitors and Principals, accept, release, or reduce any indemnity obligations or collateral of current or future lndemnitors and Principals for any reason. The lndemnitors and Principals expressly waive notice from the Surety of any such action and, furthermore, it is explicitly understood and agreed by the lndemnitors and Principals that any and all other rights which the Surety may have or acquire against the lndemnitors and Principals and/or others under any such agreements or additional agreements or collateral shall be in addition to, and not in lieu of, the rights afforded the Surety under this Agreement. No lndemnitor shall make any defense to the enforcement of this Agreement based on the execution of Other Agreements or related to the addition or the release of any Indemnitorliens under the Collateral Documents. (b) Borrower hereby agrees to indemnify, defend and hold harmless Agent, the Collateral Agent, the Issuing Lenders and each Lender, and each lndemnitor explicitly confirms its joint of their respective officers, directors, employees and several liability for Bonds issued agents, from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees), which may be incurred by or asserted against Agent, the Surety as provided Collateral Agent, the Issuing Lenders or any Lender or any such indemnified Person in this Agreement. SEVENTEENTH: INVALIDITY – Invalidity connection with or arising out of any provision investigation, litigation or proceeding, or any action taken by any Person, with respect to any Hazardous Materials Claim arising out of this Agreement by reason of the laws of any jurisdiction shall not render the other provisions hereof invalid. In case or related to any of the parties set forth Properties which are subject to a Lien in this Agreement fail favor of the Collateral Agent as contemplated hereunder (including, without limitation, any Hazardous Materials Claim arising out of or relating to execute any (i) release of Hazardous Materials on, upon, under or into any such Properties or (ii) damage to real or personal property or natural resources and/or harm or injury to Persons alleged to have resulted from such release of Hazardous Materials on, upon or into any such Properties); provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising out of the samegross negligence or willful misconduct of such indemnified Person. The foregoing indemnification is the personal obligation of Borrower, binding on Borrower forever, and shall survive repayment of the Obligations and release of record of the mortgages or deeds of trust in case favor of Collateral Agent encumbering the execution hereof Properties and any transfer of the Properties by foreclosure or by deed in lieu of foreclosure. The foregoing indemnification shall not be affected or negated by any exculpatory clause that may be contained in any of the parties be defective or invalid for any reason, including lack of authority to bind any party, such failure, defect or invalidity shall not in any manner affect the validity of this Agreement or the liability hereunder of any of the parties executing the same, but each and every party so executing shall be and remain fully bound and liable hereunder to the same extent as if such failure, defect or invalidity had not existed. Each party agrees to execute promptly any documentation necessary to cure any such failure, defect or invalidityCollateral Documents. It is expressly understood and agreed that to the extent that Collateral Agent and/or Lenders are strictly liable under any such law, regulation, ordinance or requirement, Borrower’s obligation to Collateral Agent and Lenders under this indemnity shall likewise be without regard to fault on the part of Borrower or its Subsidiaries with respect to the violation or condition which results in liability to Collateral Agent and/or Lenders; provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising after the Collateral Agent shall have foreclosed or otherwise taken possession of such property which is caused by any action or inaction of the lndemnitors Collateral Agent after such time. (c) Agent, the Collateral Agent and Principals each Lender agree that in the rightsevent that any such investigation, powerslitigation or proceeding is asserted or threatened in writing or instituted against it or any of its officers, directors, agents, and remedies given employees, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, for which Agent, the Surety under this Agreement Collateral Agent or any Lender may desire indemnity or defense hereunder, Agent, the Collateral Agent or such Lender shall be and are promptly notify Borrower in addition towriting. 92 (d) Borrower at the request of Agent, the Collateral Agent or any Lender, shall have the obligation to defend against such investigation, litigation or proceeding or requested remedial, removal or response action, and not Agent, in lieu ofany event, any and all other rights, powers, and remedies which may participate in the Surety may have or acquire against the lndemnitors and Principals or others whether defense thereof with legal counsel of Agent’s choice if Agent asserts defenses that raise potential conflicts of interest with Borrower. No action taken by the terms of any other agreement or legal counsel chosen by operation of law or otherwise. EIGHTEENTH: ATTORNEY–IN–FACT – The lndemnitors and Principals hereby irrevocably nominate, constitute, appoint and designate the Surety as their attorney–in–fact with the full right and authority, but not the obligation, to exercise all the rights of the lndemnitors and Principals assigned, transferred and set over to the Surety in this Agreement, with full power and authority to execute on behalf of and sign the name of any lndemnitor and/or Principal to any voucher, financing statement, release, satisfaction, check, xxxx of sale of all Agent or any property by this Agreement assigned Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or in any way impair Borrower’s obligation and duty hereunder to the Surety, or other documents or papers deemed necessary and proper by the Surety in order to give full effect not only to the intent and meaning of the within assignments, but also to the full protection intended to be herein given to the Surety under all other provisions of this Agreement. The lndemnitors and Principals hereby ratify and confirm all acts and actions taken and done by the Surety as such attorney–in–fact and agree to protect indemnify and hold harmless Agent, the Surety for acts herein granted as attorney–in–factCollateral Agent and each Lender (unless such action is grossly negligent).