Common use of EACH LENDER FURTHER AGREES TO INDEMNIFY EACH AGENT, EACH ARRANGER AND EACH OF THEIR RESPECTIVE RELATED PERSONS Clause in Contracts

EACH LENDER FURTHER AGREES TO INDEMNIFY EACH AGENT, EACH ARRANGER AND EACH OF THEIR RESPECTIVE RELATED PERSONS. (TO THE EXTENT NOT REIMBURSED BY ANY LOAN PARTY), FROM AND AGAINST SUCH LENDER’S AGGREGATE PRO RATA SHARE WITH RESPECT TO THE FACILITIES OF ANY LIABILITIES THAT MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST SUCH AGENT, SUCH ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PERSONS AND IN ANY MATTER RELATING TO OR ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF ANY LOAN DOCUMENT OR ANY OTHER ACT, EVENT OR TRANSACTION RELATED, CONTEMPLATED IN OR ATTENDANT TO ANY SUCH DOCUMENT, OR, IN EACH CASE, ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY SUCH AGENT, SUCH ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PERSONS UNDER OR WITH RESPECT TO ANY OF THE FOREGOING (IN EACH CASE, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF ANY AGENT, ANY ARRANGER OR THEIR RESPECTIVE RELATED PERSONS; PROVIDED, THAT NO LENDER SHALL BE LIABLE TO ANY AGENT, ANY ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PERSONS TO THE EXTENT SUCH LIABILITY HAS RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT, SUCH ARRANGER OR, AS THE CASE MAY BE, SUCH RELATED PERSON, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER. THE AGREEMENTS IN THIS SECTION 10.12 SHALL SURVIVE THE RESIGNATION AND/OR REPLACEMENT OF THE ADMINISTRATIVE AGENT OR COLLATERAL AGENT, AS APPLICABLE, ANY ASSIGNMENT OF RIGHTS BY, OR THE REPLACEMENT OF, A LENDER PARTY, THE TERMINATION OF THIS AGREEMENT AND THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL OTHER OBLIGATIONS.

EACH LENDER FURTHER AGREES TO INDEMNIFY EACH AGENT, EACH ARRANGER AND EACH OF THEIR RESPECTIVE RELATED PERSONS. (TO THE EXTENT NOT REIMBURSED BY ANY LOAN PARTY), FROM AND AGAINST SUCH LENDER’S AGGREGATE PRO RATA SHARE WITH RESPECT TO THE FACILITIES OF ANY LIABILITIES THAT MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST SUCH AGENT, SUCH ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PERSONS AND IN ANY MATTER RELATING TO OR ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF ANY LOAN DOCUMENT OR ANY OTHER ACT, EVENT OR TRANSACTION RELATED, CONTEMPLATED IN OR ATTENDANT TO ANY SUCH DOCUMENT, OR, IN EACH CASE, ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY SUCH AGENT, SUCH ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PERSONS UNDER OR WITH RESPECT TO ANY OF THE FOREGOING (IN EACH CASE, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF ANY AGENT, ANY ARRANGER OR THEIR RESPECTIVE RELATED PERSONS; PROVIDED, THAT NO LENDER SHALL BE LIABLE TO ANY AGENT, ANY ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PERSONS TO THE EXTENT SUCH LIABILITY HAS RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT, SUCH ARRANGER OR, AS THE CASE MAY BE, SUCH RELATED PERSON, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER. THE AGREEMENTS IN THIS SECTION 10.12 SHALL SURVIVE THE RESIGNATION AND/OR REPLACEMENT OF THE ADMINISTRATIVE AGENT OR COLLATERAL AGENT, AS APPLICABLE, ANY ASSIGNMENT OF RIGHTS BY, OR THE REPLACEMENT OF, A LENDER PARTY, THE TERMINATION OF THIS AGREEMENT AND THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL OTHER OBLIGATIONS.