Common use of Indemnification by Lenders Clause in Contracts

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender agrees to indemnify Chase (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase in any way relating to or arising out of any Specified Foreign Currency Loans or any action taken or omitted by Chase in connection therewith; provided that no Participating Specified Foreign Currency Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limiting the foregoing, each Participating Specified Foreign Currency Lender agrees to reimburse Chase promptly upon demand for such Participating Specified Foreign Currency Lender’s ratable share of any costs or expenses payable by the Borrowers to Chase in respect of the Specified Foreign Currency Loans to the extent that Chase is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 shall survive payment in full of all Specified Foreign Currency Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender agrees to indemnify Chase the Designated Fronting Bank (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Credit Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase the Designated Fronting Bank in any way relating to or arising out of any Specified Foreign Currency Loans or any action taken or omitted by Chase the Designated Fronting Bank in connection therewith; provided that no Participating Specified Foreign Currency Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase the Designated Fronting Bank (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limiting the foregoing, each Participating Specified Foreign Currency Lender agrees to reimburse Chase the Designated Fronting Bank promptly upon demand for such Participating Specified Foreign Currency Lender’s ratable share of any costs or expenses payable by the Borrowers to Chase the Designated Fronting Bank in respect of the Specified Foreign Currency Loans to the extent that Chase the Designated Fronting Bank is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 16.05 shall survive payment in full of all Specified Foreign Currency Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender agrees to indemnify Chase DBNY (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Credit Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase DBNY in any way relating to or arising out of any Specified Foreign Currency Loans or any action taken or omitted by Chase DBNY in connection therewith; provided that no Participating Specified Foreign Currency Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase DBNY (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limiting the foregoing, each Participating Specified Foreign Currency Lender agrees to reimburse Chase DBNY promptly upon demand for such Participating Specified Foreign Currency Lender’s ratable share of any costs or expenses payable by the Borrowers to Chase DBNY in respect of the Specified Foreign Currency Loans to the extent that Chase DBNY is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 16.05 shall survive payment in full of all Specified Foreign Currency Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Euro Lender agrees to indemnify Chase each Euro Fronting Revolving Lender (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase a Euro Fronting Revolving Lender in any way relating to or arising out of any Specified Foreign Currency Euro Loans or any action taken or omitted by Chase such Euro Fronting Revolving Lender in connection therewith; provided that no Participating Specified Foreign Currency Euro Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase such Euro Fronting Revolving Lender (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limiting the foregoing, each Participating Specified Foreign Currency Euro Lender agrees to reimburse Chase each Euro Fronting Revolving Lender promptly upon demand for such Participating Specified Foreign Currency Euro Lender’s ratable share of any costs or expenses payable by the Borrowers to Chase such Euro Fronting Revolving Lender in respect of the Specified Foreign Currency Euro Loans to the extent that Chase such Euro Fronting Revolving Lender is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 11.05 shall survive payment in full of all Specified Foreign Currency Euro Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender under a Tranche agrees to indemnify Chase the Fronting Lender (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase the Fronting Lender in any way relating to or arising out of any Specified Foreign Currency Loans under such Tranche or any action taken or omitted by Chase the Fronting Lender in connection therewith; provided that no Participating Specified Foreign Currency Lender under such Tranche shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase the Fronting Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the foregoing, each Participating Specified Foreign Currency Lender under a Tranche agrees to reimburse Chase the Fronting Lender promptly upon demand for such Participating Specified Foreign Currency Lender’s ratable share of any 202 costs or expenses payable by the Borrowers to Chase the Fronting Lender in respect of the Specified Foreign Currency Loans under such Tranche to the extent that Chase the Fronting Lender is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 15.05 shall survive payment in full of all Specified Foreign Currency Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender agrees to indemnify Chase the Fronting Lender (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Credit Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase the Fronting Lender in any way relating to or arising out of any Specified Foreign Currency Loans or any action taken or omitted by Chase the Fronting Lender in connection therewith; provided that no Participating Specified Foreign Currency Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase the Fronting Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the foregoing, each Participating Specified Foreign Currency Lender agrees to reimburse Chase the Fronting Lender promptly upon demand for such Participating Specified Foreign Currency Lender’s ratable share of any costs or expenses payable by the Borrowers to Chase the Fronting Lender in respect of the Specified Foreign Currency Loans to the extent that Chase the Fronting Lender is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 15.05 shall survive payment in full of all Specified Foreign Currency Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender agrees to indemnify Chase the Fronting Lender (to the extent not reimbursed by the Borrowers and without limiting the obligations of the ABL Borrowers hereunder or under any other Loan Credit Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase the Fronting Lender in any way relating to or arising out of any Specified Foreign Currency Loans or any action taken or omitted by Chase the Fronting Lender in connection therewith; provided that no Participating Specified Foreign Currency Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase the Fronting Lender (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limiting the foregoing, each Participating Specified Foreign Currency Lender agrees to reimburse Chase the Fronting Lender promptly upon demand for such Participating Specified Foreign Currency Lender’s ratable share of any costs or expenses payable by the Borrowers to Chase the Fronting Lender in respect of the Specified Foreign Currency Loans to the extent that Chase the Fronting Lender is not promptly reimbursed for such costs and expenses by the ABL Borrowers. The agreement contained in this Section 12.05 16.05 shall survive payment in full of all Specified Foreign Currency Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender agrees to indemnify Chase the Fronting Lender (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Credit Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase the Fronting Lender in any way relating to or arising out of any Specified Foreign Currency Loans or any action taken or omitted by Chase the Fronting Lender in connection therewith; provided that no Participating Specified Foreign Currency Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase the Fronting Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the foregoing, each Participating Specified Foreign Currency Lender agrees to reimburse Chase the Fronting Lender promptly upon demand for such Participating Specified Foreign 180 Currency Lender’s ratable share of any costs or expenses payable by the Borrowers to Chase the Fronting Lender in respect of the Specified Foreign Currency Loans to the extent that Chase the Fronting Lender is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 15.05 shall survive payment in full of all Specified Foreign Currency Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender agrees to indemnify Chase Bank of America (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ ' fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase Bank of America in any way relating to or arising out of any Specified Foreign Currency Loans or any participations by Bank of America in any Letters of Credit denominated in Foreign Currency Loan or related LC Support or any action taken or omitted by Chase Bank of America in connection therewith; provided that no Participating Specified Foreign Currency Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase (as determined by a court Bank of competent jurisdiction in a final non-appealable judgment)America. Without limiting the foregoing, each Participating Specified Foreign Currency Lender agrees to reimburse Chase Bank of America promptly upon demand for such Participating Specified Foreign Currency Lender’s ratable 's Pro Rata share of any costs or expenses payable by the Borrowers to Chase Bank of America in respect of the Specified Foreign Currency Loans to the extent that Chase Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 SECTION 2.4.5 shall survive payment in full of all Specified Foreign Currency Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender agrees to indemnify Chase Citibank, N.A., London Branch (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed im­posed on, incurred by or asserted against Chase Citibank, N.A., London Branch in any way relating to or arising out of any Specified Foreign Currency Loans or any action taken or omitted by Chase Citi­bank, N.A., London Branch in connection therewith; provided that no Participating Specified Foreign Currency Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase Citibank, N.A., London Branch (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limiting the foregoingforego­ing, each Participating Specified Foreign Currency Lender agrees to reimburse Chase Citibank, N.A., London Branch promptly upon demand for such Participating Specified Foreign Currency Lender’s ratable share of any costs or expenses payable by the Borrowers to Chase Citibank, N.A., London Branch in respect of the Specified Foreign Currency Loans to the extent that Chase Citibank, N.A., London Branch is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 shall survive payment in full of all Specified Foreign For­eign Currency Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender agrees to indemnify Chase Bank of America (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase Bank of America in any way relating to or arising out of any Specified Foreign Currency Loans or any participations by Bank of America in any Letters of Credit denominated in Foreign Currency Loan or related LC Support or any action taken or omitted by Chase Bank of America in connection therewith; provided that no Participating Specified Foreign Currency Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase (as determined by a court Bank of competent jurisdiction in a final non-appealable judgment)America. Without limiting the foregoing, each Participating Specified Foreign Currency Lender agrees to reimburse Chase Bank of America promptly upon demand for such Participating Specified Foreign Currency Lender’s ratable Pro Rata share of any costs or expenses payable by the Borrowers to Chase Bank of America in respect of the Specified Foreign Currency Loans to the extent that Chase Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 2.4.5 shall survive payment in full of all Specified Foreign Currency Loans.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender agrees to indemnify Chase the Fronting Lender (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder or under any other Loan Credit Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Chase the Fronting Lender in any way relating to or arising out of any Specified Foreign Currency Loans or any action taken or omitted by Chase the Fronting Lender in connection therewith; provided that no Participating Specified Foreign Currency Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Chase the Fronting Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the foregoing, each Participating Specified Foreign Currency Lender agrees to reimburse Chase the Fronting Lender promptly upon demand for such Participating Specified Foreign 235 Currency Lender’s ratable share of any costs or expenses payable by the Borrowers to Chase the Fronting Lender in respect of the Specified Foreign Currency Loans to the extent that Chase the Fronting Lender is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section 12.05 15.05 shall survive payment in full of all Specified Foreign Currency Loans.