Common use of Indemnities by the Borrower Clause in Contracts

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of such Indemnified Party or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of such an Indemnified Party or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIIIIX) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”)a single law firm and local counsel in each relevant jurisdiction, awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents Agreement or in respect of any of the Collateral Portfolio(all of the foregoing being collectively referred to as “Indemnified Amounts”), excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of such Indemnified Party as determined in a final decision by a court of competent jurisdiction or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (ax) gross negligence, bad faith or willful misconduct on the part of such an Indemnified Party or (by) the uncollectability of any Loan Assets which are uncollectible Asset due to the Obligor’s financial inability failure to paypay any amounts due under the applicable Loan Agreement in accordance with its terms. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (ax) or (by) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder 109 or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII”) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (ax) gross negligence, bad faith or willful misconduct on the part of such an Indemnified Party or (by) Loan Assets Loans which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (ax) or (by) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII”) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, Agreement or any of the other Transaction Documents or having an interest in the Collateral Portfolio or in respect of any of Loan included in the Collateral Portfolio; provided that, excludingsuch indemnity shall not, howeveras to any Indemnified Party, Indemnified Amounts be available to the extent resulting solely that any Indemnified Amount is determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (a) the gross negligence, bad faith or willful misconduct on the part of such Indemnified Party or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):Party.

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bankeach Agent, each Lender or its assignee, the Collateral Custodian Image File Custodian, the Backup Servicer, the Paying Agent, the Borrower Loan Trustee or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Partiesindemnify, the Secured Partiesprotect, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian defend and hold harmless each such entity (each in its capacity as such and in its individual capacity) and each of their respective Affiliates, assigns, Affiliates and officers, directors, employees and agents thereof (each, an “Indemnified Party” for purposes of this Article VIIIand collectively, the “Indemnified Parties”) from and against any and all damages, losses, claims, actions, suits, liabilities and related costs and expenses, including reasonable attorneys’ fees fees, expenses and Signature Page to Credit Agreement (Heights/SouthernCo) disbursements (all of collectively, the foregoing being collectively referred to as “Indemnified Amounts”), ) awarded against or actually incurred by by, any such Indemnified Party in connection with, arising out of or as a result of this Agreement, any of Agreement or the other Transaction Documents or in respect of any of the Collateral PortfolioBasic Documents, excluding, however, (i) Indemnified Amounts to the extent resulting solely from (a) the gross negligence, bad faith or willful misconduct on the part of such Indemnified Party or (bas determined by a court of competent jurisdiction) Loan Assets which and (ii) Indemnified Amounts to the extent the same include losses in respect of Receivables that are uncollectible due to on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other --------------------------- rights which the any Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates Party may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Affected PartiesSecuritization Lender, the Secured PartiesCNAI, Administrative individually and in its capacity as Agent, and any Liquidity Provider (the Lenders"Indemnified Parties"), the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, ------------------- liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”), ") awarded against or actually incurred by such Indemnified Party arising ------------------- out of or as a result of this Agreement, any Agreement or the pledge of the other Transaction Documents Pledged Assets or in respect of any of the Collateral PortfolioLease Receivable or any Lease, excluding, however, (i) Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith negligence or willful misconduct on the part of such any Indemnified Party or (bii) Loan Assets which are recourse (except with respect to payment and performance obligations provided for in this Agreement) for uncollectible due to the Obligor’s financial inability to payPledged Lease Receivables. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):from:

Indemnities by the Borrower. (ak) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related reasonable costs and expenses, including reasonable attorneys’ fees fees, costs and disbursements expenses (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of such an Indemnified Party or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account ’s Bank, the Collateral Servicer, the Custodian or any of their respective Affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify and defend the Affected PartiesAgent, each Lender, the Secured Parties, Administrative AgentBackup Servicer, the LendersServicer, the Lender AgentsCustodian, the Collateral Agent, the Account Bank, the Collateral Custodian ’s Bank and each of their respective Affiliates, assigns, officers, directors, employees and agents Affiliates (each, an “Indemnified Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by any of them arising out of or as a result of this Agreement or in respect of any Collateral, excluding, however, Indemnified Amounts to the extent resulting solely from gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party or any income or franchise taxes incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of such Indemnified Party or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to payCollateral. Without limiting the foregoing, the Borrower shall indemnify and defend each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting solely from gross negligence, bad faith or willful misconduct on the conditions set forth in (a) or (b) abovepart of the applicable Indemnified Party):

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non‑tax claim) which shall not be covered by this Section 8.01 and without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents or in respect of any of the Collateral PortfolioPortfolio (regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates or shareholders), excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of such an Indemnified Party or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to payParty. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):‑166‑

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Collateral Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Administrative Agent or any of their respective Affiliates Successor Servicer may have hereunder under the Transaction Documents or under Applicable Law, the Borrower hereby agrees to indemnify and hold harmless the Affected Parties, the Secured Parties, Administrative Collateral Agent, the Lenders, the Lender Agents, the Collateral Administrative Agent, the Account Bank, the Collateral Custodian each other Affected Party or any Successor Servicer and each of their respective Affiliates, assignsand their respective directors, officers, directorsagents, representatives, stockholders and employees and agents (each, an “Indemnified Party” for purposes of this Article VIIIAgreement) from and against any and all damages, losses, claims, obligations, injuries, penalties, actions, suits, judgments, liabilities and related reasonable and documented out-of-pocket costs and expenses, expenses of whatever kind or nature regardless of their merit (including attorneys’ the reasonable and documented fees and disbursements of one (1) counsel for the Indemnitees and including the costs of enforcing the Borrower’s payment or indemnity obligations hereunder) (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party any of them arising out of or as a result of this Agreement, any of Indemnified Party’s participation in this Agreement and the other Transaction Documents transactions contemplated hereby or in respect of any of the Collateral PortfolioPledged Assets, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith negligence or willful misconduct on the part of such an Indemnified Party or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoingParty, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any as determined in a final non-appealable judgment by a court of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):competent jurisdiction.

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually 115 incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of such an Indemnified Party or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Agent or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Agent and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII”) from and against any and all damages, losses, claims, liabilities and related reasonably documented costs and expenses, including reasonable attorneys’ 119 fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (ax) gross negligence, bad faith or willful misconduct on the part of such an Indemnified Party or (by) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (ax) or (by) above):