definiens: means, collectively, any and all liabilities, obligations, losses, damages, penalties, claims, costs, expenses and disbursements of any kind or nature whatsoever ( including the reasonable fees anddisbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceedingcommenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potentialparty thereto, and any fees or expenses actually incurred by Indemnitees in enforcing the indemnity provided herein),whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules orregulations ( including securities and commercial laws, statutes, rules or regulations ), on common law or equitable cause oron contract or otherwise, imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to orarising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby ( including anyenforcement of any of the Loan Documents ( including any sale of, collection from, or other realization upon any of theCollateral ( as defined in the Security Agreement ) )