Common use of Indemnity for Transactional and Environmental Liability Clause in Contracts

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify, exonerate and hold the Agent, each Lender and each of their respective shareholders, officers, directors, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-pocket disbursements and amounts paid in settlement of any and every kind whatsoever (collectively, in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Party.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, including reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrower (collectively, collectively in this Section 8.5(a8.6(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (x) does not extend to any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s gross negligence negligence, criminal act or wilful willful misconduct or breach by such Indemnified Party of its obligations under the Credit Documents, (y) that constitute does not extend to any loss of profit, loss of income or income, revenue or loss business opportunities (it being agreed, however, for certainty, that such exclusion shall not apply to the repayment of business opportunity principal, the payment of such interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable) under or pursuant to Credit Documents), and (z) shall not apply to disputes solely between or among Indemnified PartyParties.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrower (collectively, collectively in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Finance Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s gross negligence or wilful willful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of breach by such Indemnified PartyParty of its obligations under the Credit Documentation.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrower (collectively, collectively in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Credit Documents Credit Agreement and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Partywillful misconduct.

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify, exonerate and hold the Agent, Administrative Agent and each Lender and each of their respective shareholders, officers, directors, employees and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever (collectively, in this Section 8.5(a8.05(a), the “"Indemnified Liabilities”"), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, ; or arising out of, ; or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s 's gross negligence or wilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Party.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrower, acting reasonably (collectively, collectively in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Finance Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (w) does not extend to any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s gross negligence or wilful willful misconduct or breach by such Indemnified Party of its obligations under the Finance Documents, (yx) that constitute does not extend to any loss of profit, loss of income or income, revenue or loss business opportunities (it being agreed, for certainty, that such exclusion shall not apply to the repayment of business opportunity principal, the payment of such interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable under or pursuant to the Credit Documents), (y) shall not apply to disputes solely between or among Indemnified PartyParties and (z) does not extend to any Indemnified Liabilities arising out of or relating to an Erroneous Payment or otherwise pursuant to Section 14.25.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify, exonerate and hold the Agent, Administrative Agent (and any sub-agent thereof) and each Lender and each of their respective shareholders, officers, directors, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever when such amounts paid in settlement have been approved by the Borrower, acting reasonably (collectively, in this Section 8.5(a5.6(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iiiii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iviii) the execution, delivery, performance or enforcement occurrence of any Loan Document and any instrument, document or agreement executed pursuant hereto or theretoEvent of Default, except for any such Indemnified Liabilities (x) that which a court of competent jurisdiction determines in determined pursuant to a final non-appealable decision order arose on account of the relevant Indemnified Party’s breach of any Financing Agreement, gross negligence or wilful misconduct or (ymisconduct. Notwithstanding the foregoing, nothing in this Section 5.6(a) shall entitle the Indemnified Parties to recover Indemnified Liabilities that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Partyare intended to be compensated for pursuant to Section 4.1(b) hereof.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective Affiliates, shareholders, officers, directors, employees employees, and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrower, acting reasonably (collectively, collectively in this Section 8.5(a), the “"Indemnified Liabilities”"), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Finance Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (w) does not extend to any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s 's gross negligence or wilful willful misconduct or breach by such Indemnified Party of its obligations under the Finance Documents, (yx) that constitute does not extend to any loss of profit, loss of income or income, revenue or loss business opportunities (it being agreed, for certainty, that such exclusion shall not apply to the repayment of business opportunity principal, the payment of such interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable under or pursuant to the Credit Documents), (y) shall not apply to disputes solely between or among Indemnified Party.Parties and (z) does not extend to any Indemnified Liabilities arising out of or relating to an Erroneous Payment or otherwise pursuant to Section 14.25. Credit Agreement - SilverCrest

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender, the Issuing Lender, the Bullion Fronting Lender and each of their respective shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrowers (collectively, collectively in this Section 8.5(a), the “"Indemnified Liabilities”"), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Credit Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s 's gross negligence or wilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Partywillful misconduct.

Indemnity for Transactional and Environmental Liability. (a) The Without duplication, the Borrower hereby agrees to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrower (collectively, collectively in this Section 8.5(a7.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Partywillful misconduct.

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender and each of their respective shareholders, officers, directors, employees employees, and agents (collectively, the “"Indemnified Parties”") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrowers (collectively, collectively in this Section 8.5(a8.05(a), the “"Indemnified Liabilities”"), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any the Loan Document Documents and any instrument, document or agreement 58 - 52 - executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s gross 's negligence or wilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Partywillful misconduct.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify, exonerate and hold the Agent, each Lender Bank and each of their respective its shareholders, officers, directors, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever when such amounts paid in settlement have been approved by the Borrower, acting reasonably (collectively, in this Section 8.5(a7.3(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that which a court of competent jurisdiction determines in determined pursuant to a final non-appealable decision arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Partymisconduct.

Indemnity for Transactional and Environmental Liability. (a) The Without duplication, the Borrower hereby agrees to indemnify, exonerate indemnify and hold the Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees (on a solicitor and reasonable out-of-own client basis) and out of pocket disbursements and together with amounts paid in settlement of any and every kind whatsoever which are approved by the Borrower (collectively, collectively in this Section 8.5(a5.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the negotiation and settlement of the Credit Documents, all due diligence expenses, the perfection of all Security, the extension of credit contemplated herein, and all matters ancillary thereto, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein herein, or (iv) the execution, delivery, performance or enforcement of any Loan Document the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct or (y) that constitute loss of profitwillful misconduct. Pursuant to the Term Sheet, loss of income or revenue or loss of business opportunity the Borrower has delivered to the Agent a non-refundable $150,000 retainer. If at any time the Indemnified Liabilities exceed the amount of such Indemnified Partyretainer, the Borrower will provide to the Lender such additional retainer monies as the Lender may reasonably require.

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, including reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrowers (collectively, collectively in this Section 8.5(a8.6(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (x) does not extend to any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s gross negligence negligence, criminal act or wilful willful misconduct or breach by such Indemnified Party of its obligations under the Credit Documents, (y) that constitute does not extend to any loss of profit, loss of income or income, revenue or loss business opportunities (it being agreed, however, for certainty, that such exclusion shall not apply to the repayment of business opportunity principal, the payment of such interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable) under or pursuant to Credit Documents), and (z) shall not apply to disputes solely between or among Indemnified PartyParties.

Indemnity for Transactional and Environmental Liability. (a) The Borrower Borrowers hereby agrees agree to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender, the Issuing RT Lender and each of their respective Affiliates, shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrowers (collectively, collectively in this Section 8.5(a), the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Credit Documents and any instrument, document or agreement executed pursuant hereto or theretohereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s 's gross negligence or wilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Partywillful misconduct.

Indemnity for Transactional and Environmental Liability. (a) The Borrower hereby agrees to indemnify, exonerate indemnify and hold the Agent, each Lender and each of their respective its Affiliates, shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, including reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by the Borrower (collectively, collectively in this Section 8.5(a6.4(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for hereto; provided such indemnity (x) does not extend to any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision determined arose on account of the relevant Indemnified Party’s gross negligence negligence, criminal act or wilful willful misconduct or breach by such Indemnified Party of its obligations under the Credit Documents, (y) that constitute does not extend to any loss of profit, loss of income or income, revenue or loss business opportunities (it being agreed, however, for certainty, that such exclusion shall not apply to the repayment of business opportunity principal, the payment of such interest, fees and other related costs and expenses, or any other amount expressly required to be paid, repaid or reimbursed (as applicable) under or pursuant to Credit Documents), and (z) shall not apply to disputes solely between or among Indemnified PartyParties.

Indemnity for Transactional and Environmental Liability. (a) The Each Borrower hereby agrees to indemnify, exonerate indemnify and hold the Administrative Agent, each Lender, the Issuing Lender and each of their respective shareholders, officers, directors, employees employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties)costs, charges, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and reasonable out-of-out of pocket disbursements and amounts paid in settlement of any and every kind whatsoever which are approved by such Borrower (collectively, collectively in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of any Loan Document the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable decision arose on account of the relevant an Indemnified Party’s 's gross negligence or wilful misconduct or (y) that constitute loss of profit, loss of income or revenue or loss of business opportunity of such Indemnified Partymisconduct.