Common use of Indemnity by Borrower Clause in Contracts

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Bank and its directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of or relates in any manner whatsoever to the advances made by Bank to Borrower, or relates to the Loan Documents, or to the transactions governed thereby; (b) Any and all administrative or investigative proceedings by any governmental agency or authority arising out of or related to any claim, demand, action or cause of action described in clause (a) above; and (c) Any and all liabilities, losses, costs or reasonable expenses (including reasonable attorneys’ fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own or its employees’ or agents’ gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action, cause of action or administrative or investigative proceeding covered by this Section 6.11; provided that the Indemnitees as a group may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or more Indemnitees. Any obligation or liability of Borrower to any Indemnitee under this Section 6.11 shall be and hereby is covered and secured by the Loan Documents and the collateral referred to in Section 1.4 and shall survive the expiration or termination of this Agreement and the payment and performance of all Obligations owed to Bank under this Agreement and the other Loan Documents.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, save pay and hold harmless Bank the Administrative Agent (and its directorsany sub-agent thereof), officersthe Sustainability Structuring Agent (and any sub-agent thereof), agentseach Arranger, attorneys each Bank, each Issuing Bank, any holders of the Loans, and employees any Related Party of any of the foregoing Persons (collectively, the “Indemnitees”) harmless from and against: (a) Any against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, demandsdisbursements, actions costs and expenses of any kind or causes nature whatsoever (including, without limitation, the reasonable fees and disbursements of action counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that are the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by any Indemnitee if the claimthird party or by any Borrower, demand, action or cause of action arises out of or relates in any manner whatsoever relating to or arising out of (i) the advances made execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by such Borrower, or relates any environmental claim related in any way to the Loan Documents, such Borrower or to the transactions governed thereby; any of its Subsidiaries and (biv) Any and all administrative any actual or investigative proceedings by any governmental agency or authority arising out of or related to any prospective claim, demandlitigation, action investigation or cause of action described in clause (a) above; and (c) Any and all liabilities, losses, costs or reasonable expenses (including reasonable attorneys’ fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower, and regardless of whether any Indemnitee is a party thereto (collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled will have any right to indemnification for any loss caused by its of the foregoing to the extent resulting from such Indemnitee’s own or its employees’ or agents’ fraud, gross negligence or willful misconductmisconduct or a material breach in bad faith by such Indemnitee of its obligations hereunder, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction. Each Indemnitee To the extent that any Borrower’s undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is authorized violative of any law or public policy, such Borrower shall contribute the maximum portion that it is permitted to employ counsel pay and satisfy under applicable law to the payment and satisfaction of all such Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in enforcing its rights hereunder and in defending against any claim, demand, action, cause of action or administrative or investigative proceeding covered by this Section 6.11; provided that 9.03(a) shall survive satisfaction and payment of the Indemnitees as a group may retain only one law firm to represent them with respect to any Borrower’s Obligations of such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or more Indemnitees. Any obligation or liability of Borrower to any Indemnitee under this Section 6.11 shall be and hereby is covered and secured by the Loan Documents and the collateral referred to in Section 1.4 and shall survive the expiration or termination of this Agreement and the payment and performance of all Obligations owed to Bank under this Agreement and the other Loan DocumentsAgreement.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Bank and its directors, officers, agents, attorneys and employees and their respective successors and assigns (collectively, collectively the “"Indemnitees”") from and against: (a) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than Bank) if the claim, demand, action or cause of action arises out of directly or relates in any manner whatsoever to the advances made by Bank to Borrower, or indirectly relates to the Loan Documents, or to the transactions governed thereby; (b) Any and all administrative or investigative proceedings by any governmental agency or authority arising out of or related to any a claim, demand, action or cause of action described in clause (a) abovethat such Person has or asserts against Borrower, any Affiliate of Borrower or any officer, director or shareholder of Borrower and arises out of or relates to the relationship between Borrower and Bank under any of the Loan Documents or the transactions contemplated thereby; and (cb) Any and all liabilities, losses, costs or reasonable expenses (including reasonable attorneys’ ' fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of the foregoingaction; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own or its employees’ or agents’ gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against any claim, demand, action, action or cause of action or administrative or investigative proceeding covered by this Section 6.1110.10; provided that each Indemnitee shall endeavor, in connection with any matter covered by this Section 10.10 which also involves other Indemnitees, to use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees. Borrower shall be responsible for the Indemnitees fees and costs of one such counsel, or such greater number of counsel as a group may retain only one law firm be required due to represent them with respect to any such matter unless there is, under applicable standards conflicts of professional conduct, conflict on any significant issue between the positions of any two or more Indemniteesinterest. Any obligation or liability of Borrower to any Indemnitee under this Section 6.11 shall be and hereby is covered and secured by the Loan Documents and the collateral referred to in Section 1.4 and 10.10 shall survive the expiration or termination of this Agreement and the repayment of the Credit and the payment and performance of all Obligations other obligations owed to Bank under this Agreement and the other Loan DocumentsBank.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Bank and its directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of or relates in any manner whatsoever to the advances made by relationship between Borrower and Bank to Borrower, or relates to under any of the Loan Documents, Documents or to the transactions governed contemplated thereby; (b) Any and all administrative or investigative proceedings by any governmental agency or authority arising out of or related to any claim, demand, action or cause of action described in clause (a) above; and (c) Any and all liabilities, losses, costs or reasonable expenses (including reasonable attorneys’ fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own or its employees’ or agents’ gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action, cause of action or administrative or investigative proceeding covered by this Section 6.118.11; provided that the Indemnitees as a group may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or more Indemnitees. Any obligation or liability of Borrower to any Indemnitee under this Section 6.11 8.11 shall be and hereby is covered and secured by the Loan Documents and the collateral Collateral referred to in Section 1.4 2.7 and shall survive the expiration or termination of this Agreement and the repayment of the Line of Credit and the payment and performance of all Obligations other obligations owed to Bank under this Agreement and the other Loan DocumentsBank.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Bank and its directors, officers, agents, attorneys and employees (collectively, the “"Indemnitees”") from and against: (a) Any and all claims, demands, actions or causes of action that are asserted by any person or entity other than Borrower against any Indemnitee if the claim, demand, action or cause of action arises out of or relates in any manner whatsoever to the advances made by relationship between Borrower and Bank to Borrower, or relates to under any of the Loan Documents, Documents or to the transactions governed contemplated thereby; (b) Any and all administrative or investigative proceedings by any governmental agency or authority arising out of or related to any claim, demand, action or cause of action described in clause (a) above; and (c) Any and all liabilities, losses, costs or reasonable expenses (including reasonable attorneys’ ' fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own or its employees’ ' or agents’ ' gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action, cause of action or administrative or investigative proceeding covered by this Section 6.117.11; provided that the Indemnitees as a group may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or more Indemnitees. Any obligation or liability of Borrower to any Indemnitee under this Section 6.11 7.11 shall be and hereby is covered and secured by the Loan Documents and the collateral referred to in Section 1.4 1.6 and shall survive the expiration or termination of this Agreement and the repayment of each credit subject hereto and the payment and performance of all Obligations other obligations owed to Bank under this Agreement and the other Loan DocumentsBank.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Bank and its directors, officers, agents, attorneys and employees (collectively, the “"Indemnitees”") from and against: (a) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of or relates in any manner whatsoever to the advances made by relationship between Borrower and Bank to Borrower, or relates to under any of the Loan Documents, Documents or to the transactions governed contemplated thereby; (b) Any and all administrative or investigative proceedings by any governmental agency or authority arising out of or related to any claim, demand, action or cause of action described in clause (a) above; and (c) Any and all liabilities, losses, costs or reasonable expenses (including reasonable attorneys’ ' fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own or its employees’ ' or agents’ ' gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action, cause of action or administrative or investigative proceeding covered by this Section 6.118.11; provided that the Indemnitees as a group may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or more IndemniteesIndemnitee. Any obligation or liability of Borrower to any Indemnitee under this Section 6.11 8.11 shall be and hereby is covered and secured by the Loan Documents and the collateral Collateral referred to in Section 1.4 2.5 and shall survive the expiration or termination of this Agreement and the repayment of the Line of Credit and the payment and performance of all Obligations other obligations owed to Bank under this Agreement and the other Loan DocumentsBank.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Bank and its directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of or relates in any manner whatsoever to the advances made by relationship between Borrower and Bank to Borrower, or relates to under any of the Loan Documents, Documents or to the transactions governed contemplated thereby; (b) Any and all administrative or investigative proceedings by any governmental agency Governmental Agency or authority arising out of or related to any claim, demand, action or cause of action described in clause (a) above; and (c) Any and all liabilities, losses, costs or reasonable expenses (including reasonable attorneys’ fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own or its employees’ or agents’ gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action, cause of action or administrative or investigative proceeding covered by this Section 6.118.11; provided that the Indemnitees as a group may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or more Indemnitees. Any obligation or liability of Borrower to any Indemnitee under this Section 6.11 8.11 shall be and hereby is covered and secured by the Loan Documents and the collateral referred to in Section 1.4 and shall survive the expiration or termination of this Agreement and the repayment of the Line of Credit and the payment and performance of all Obligations other obligations owed to Bank under this Agreement and the other Loan DocumentsBank.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Bank and its directors, officers, agents, attorneys and employees (collectively, the “"Indemnitees”") from and against: (a) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of or relates in any manner whatsoever to the advances made by relationship between Borrower and Bank to Borrower, or relates to under any of the Loan Documents, Documents or to the transactions governed contemplated thereby; (b) Any and all administrative or investigative proceedings by any governmental agency or authority arising out of or related to any claim, demand, action or cause of action described in clause (a) above; and (c) Any and all liabilities, losses, costs or reasonable expenses (including reasonable attorneys’ ' fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own or its employees’ ' or agents’ ' gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action, cause of action or administrative or investigative proceeding covered by this Section 6.117.11; provided that the Indemnitees as a group may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or more Indemnitees. Any obligation or liability of Borrower to any Indemnitee under this Section 6.11 7.11 shall be and hereby is covered and secured by the Loan Documents and the collateral referred to in Section 1.4 1.5 and shall survive the expiration or termination of this Agreement and the repayment of the Line of Credit and the payment and performance of all Obligations other obligations owed to Bank under this Agreement and the other Loan DocumentsBank.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Bank Lender and its directors, officers, agents, attorneys and employees (collectively, the “"Indemnitees”") from and against: (a) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of or relates in any manner whatsoever to the advances made by Bank to Borrower, or relates to relationship between Borrower and Lender under any of the Loan Documents, Documents or to the transactions governed contemplated thereby; (b) Any and all administrative or investigative proceedings by any governmental agency or authority arising out of or related to any claim, demand, action or cause of action described in clause (a) above; and (c) Any and all liabilities, losses, costs or reasonable expenses (including reasonable attorneys’ ' fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own or its employees’ ' or agents’ ' gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action, cause of action or administrative or investigative proceeding covered by this Section 6.1111.11; provided that the Indemnitees as a group may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or more Indemnitees. Any obligation or liability of Borrower to any Indemnitee under this Section 6.11 11.11 shall be and hereby is covered and secured by the Loan Documents and the collateral referred to in Section 1.4 5 and shall survive the expiration or termination of this Agreement and the repayment of the Line of Credit and the payment and performance of all Obligations other obligations owed to Bank under this Agreement and the other Loan DocumentsLender.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Bank and its directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of or relates in any manner whatsoever to the advances made by Bank to Borrower, or relates to the Loan Documents, Documents or to the transactions governed thereby; (b) Any and all administrative or investigative proceedings by any governmental agency or authority arising out of or related to any claim, demand, action or cause of action described in clause (a) above; and (c) Any and all liabilities, losses, costs or reasonable expenses (including reasonable attorneys’ fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own or its employees’ or agents’ gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action, cause of action or administrative or investigative proceeding covered by this Section 6.118.11; provided that the Indemnitees as a group may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or more Indemnitees. Any obligation or liability of Borrower to any Indemnitee under this Section 6.11 8.11 shall be and hereby is covered and secured by the Loan Documents and the collateral referred to in Section 1.4 and shall survive the expiration or termination of this Agreement and the repayment of the Revolving Advances made under the Line of Credit and the payment and performance of all Obligations other obligations owed to Bank under this Agreement and the other Loan DocumentsBank.