Common use of Indemnification by Lenders Clause in Contracts

Indemnification by Lenders. The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as applicable, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section shall survive payment in full of all Obligations.

Indemnification by Lenders. The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer each Issuing Lender (to the extent not reimbursed by the Borrowers Borrower and without limiting the obligations of the Borrowers Borrower hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata SharesPercentages in effect on the date on which indemnification is sought under this Section (or, as applicableif indemnification is sought after the date upon which the Commitments shall be terminated and the Loans shall have been paid in full, ratably in accordance with such Percentages immediately prior to such date), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, by or asserted against such Letter of Credit Issuer Issuing Lender in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer Issuing Lender under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer each Issuing Lender promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, Percentage of any costs or expenses payable by any the Borrower to such Letter of Credit IssuerIssuing Lender, to the extent that such Letter of Credit Issuer Issuing Lender is not promptly reimbursed for such costs and expenses by a the Borrower. The agreement contained in this Section shall survive payment in full of all Obligations.

Indemnification by Lenders. The Tranche A Lenders (andseverally shall indemnify each LC Issuer acting in its capacity as an issuer of Facility LCs, and each officer, director, employee, agent and affiliate of such LC Issuer, ratably according to their Applicable Shares with respect to the extent of their participationsUSD Tranche LC Obligations or the Multicurrency Tranche LC Obligations, if anyas applicable, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer (to the extent not reimbursed by the Borrowers Company, from and without limiting the obligations of the Borrowers hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as applicable, for against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements of any kind and or nature whatsoever that may at any time (including, without limitation, at any time following the payment of any of the LC Obligations) be imposed on, incurred by, by or asserted against such Letter of Credit LC Issuer in any way relating to or arising out of any Letter the issuance of Credit or payment or failure to pay under a Facility LC issued by it or the transactions contemplated thereby or use of proceeds of any action taken or omitted by payment made under such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewithFacility LC; provided that no Lender shall be liable for the payment to an LC Issuer of any portion of the foregoing to the extent it arises such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from the such LC Issuer’s gross negligence or willful misconduct of the Person to be indemnifiedmisconduct. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand All obligations provided for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section 2.17 shall survive payment in full the termination of all Obligations.this Agreement. Part C – Terms of the Swingline Loan Facility

Indemnification by Lenders. The Tranche A Lenders (and, To the extent that the Borrowers fails to pay any amount required to be paid by it to the extent of their participations, if any, pursuant to Section 2.3(dAdministrative Agent (and any subagent thereof), the Tranche A-1 LendersCollateral Agent or any Issuing Bank under paragraph (a) agree or (b) of this Section, each Lender severally agrees to indemnify pay (without in any way limiting the Borrowers’ respective obligation to pay such amounts) to the Administrative Agent (and any sub-agent thereof), the Collateral Agent or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable Letter unreimbursed expense or indemnity payment is sought) of Credit Issuer (to such unpaid amount, provided that the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares unreimbursed expense or Tranche A-1 Pro Rata Sharesindemnified loss, claim, damage, liability or related expense, as applicablethe case may be, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements of any kind and nature whatsoever that may be imposed on, was incurred by, by or asserted against the Administrative Agent (and any sub-agent thereof), the Collateral Agent or such Letter of Credit Issuer Issuing Bank in any way relating to or arising out its capacity as such. For purposes hereof, a Lender’s “pro rata share” of any Letter of Credit amount payable to the Administrative Agent (and any sub-agent thereof) or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender Collateral Agent shall be liable for any determined based upon such Lender’s share of the foregoing to the extent it arises from the gross negligence or willful misconduct sum of the Person total Revolving Facility Exposure, outstanding Term Loans, Incremental Term Loans and unused Commitments at the time, and a “Lender’s “pro rata share” of any amount payable to an Issuing Bank shall be indemnified. Without limitation determined based upon such Lender’s share of the foregoingsum of the total Revolving Facility Loans, each Tranche A Lender (and, to L/C Exposure and unused Revolving Facility Commitments at the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrowertime. The agreement contained indemnification obligations in this Section section shall survive payment in full the resignation or replacement of all Obligationsthe Indemnitee under this Agreement, or the termination or expiry of this Agreement.

Indemnification by Lenders. The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer (to To the extent not reimbursed by the Borrowers Loan Parties and without limiting the obligations of the Borrowers hereunder) Loan Parties hereunder or under any other Loan Document, the Lenders agree to indemnify the Letter of Credit Issuer ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as applicable, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, by or asserted against such the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower Loan Party to such the Letter of Credit Issuer, to the extent that such the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrowerthe Loan Parties. The agreement contained in this Section shall survive payment in full of all Obligationsthe Obligations and termination of this Agreement (including the Commitments hereunder).

Indemnification by Lenders. The Tranche A Lenders To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting the provisions of Section 2.14(a) or (andc), each Lender shall, and does hereby, agree severally to indemnify the Administrative Agent, and shall make payable in respect thereof within 10 days after demand therefor, (i) against any and all Taxes attributable to such Lender and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) in each case attributable to such Lender (collectively, solely for the purposes of this paragraph, “Tax Damages”) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective) (but only to the extent of their participations, if any, pursuant to Section 2.3(d), that the Tranche A-1 Lenders) agree to indemnify Borrower has not already indemnified the applicable Letter of Credit Issuer (to the extent not reimbursed by the Borrowers Administrative Agent for such Taxes and Tax Damages and without limiting the obligations obligation of the Borrowers hereunder) ratably Borrower to do so pursuant to and in accordance with their respective Tranche Section 2.14(c)), and (ii) Tax Damages attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register. A Pro Rata Shares certificate as to the amount of such payment or Tranche A-1 Pro Rata Shares, as applicable, for liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all liabilitiesamounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements any assignment of any kind and nature whatsoever that may be imposed on, incurred rights by, or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any replacement of, a Lender, the termination of the foregoing to Commitments and the extent it arises from the gross negligence repayment, satisfaction or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section shall survive payment in full discharge of all Obligations.other obligations. 124

Indemnification by Lenders. The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as applicable, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, or asserted against such the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct misconduct, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction, of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such the Letter of Credit Issuer, to the extent that such the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section shall survive payment in full of all ObligationsObligations (excluding indemnification and reimbursement obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied and Letters of Credit to the extent cash collateralized or otherwise back stopped in manner reasonably satisfactory to the Letter of Credit Issuer).

Indemnification by Lenders. The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d2.3(f), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as applicable, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, or asserted against such the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such the Letter of Credit Issuer, to the extent that such the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section shall survive payment in full of all Obligations.

Indemnification by Lenders. The Tranche A Revolving Credit Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer each Issuing Lender (to the extent not reimbursed by the Borrowers Borrower and without limiting the obligations of the Borrowers Borrower hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata SharesRevolving Credit Percentages in effect on the date on which indemnification is sought under this Section (or, as applicableif indemnification is sought after the date upon which the Commitments shall be terminated and the Revolving Credit Loans shall have been paid in full, ratably in accordance with such Revolving Credit Percentages immediately prior to such date), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), attorneys' fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, by or asserted against such Letter of Credit Issuer Issuing Lender in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer Issuing Lender under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Revolving Credit Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer each Issuing Lender promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, Revolving Credit Percentage of any costs or expenses payable by any the Borrower to such Letter of Credit IssuerIssuing Lender, to the extent that such Letter of Credit Issuer Issuing Lender is not promptly reimbursed for such costs and expenses by a the Borrower. The agreement contained in this Section shall survive payment in full of all Obligations.

Indemnification by Lenders. The Tranche A Lenders To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting the provisions of Section 2.14(a) or (andc), each Lender shall, and does hereby, agree severally to indemnify the Administrative Agent, and shall make payable in respect thereof within 10 days after demand therefor, (i) against any and all Taxes attributable to such Lender and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) in each case attributable to such Lender (collectively, solely for the purposes of this paragraph, “Tax Damages”) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective) (but only to the extent of their participations, if any, pursuant to Section 2.3(d), that the Tranche A-1 Lenders) agree to indemnify Borrower has not already indemnified the applicable Letter of Credit Issuer (to the extent not reimbursed by the Borrowers Administrative Agent for such Taxes and Tax Damages and without limiting the obligations obligation of the Borrowers hereunder) ratably Borrower to do so pursuant to and in accordance with their respective Tranche Section 2.14(c)), and (ii) Tax Damages attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register. A Pro Rata Shares certificate as to the amount of such payment or Tranche A-1 Pro Rata Shares, as applicable, for liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all liabilitiesamounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements any assignment of any kind and nature whatsoever that may be imposed on, incurred rights by, or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any replacement of, a Lender, the termination of the foregoing to Commitments and the extent it arises from the gross negligence repayment, satisfaction or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section shall survive payment in full discharge of all Obligationsother obligations.