Common use of Indemnification of Agents Clause in Contracts

Indemnification of Agents. The Lenders shall indemnify the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent not reimbursed by the Loan Parties and without limiting the obligations of the Loan Parties hereunder), ratably according to their Applicable Percentages of the Facilities, against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities, settlement payments, costs, and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Agent Indemnitee), incurred by any Agent Indemnitee or asserted against any Agent Indemnitee by any third party or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Lender, Borrower or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent Indemnitee. The obligations of the Lenders under this Section 9.14 are subject to the provisions of Section 2.12(d).

Indemnification of Agents. The Lenders shall Each Bank agrees to indemnify the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent not reimbursed by under Section 12.04 or under the applicable provisions of any other Loan Parties and Document, but without limiting the obligations of the Loan Parties hereunderBorrower under Section 12.04 or such provisions), ratably according to their Applicable Percentages for its Pro Rata Share of the Facilities, against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all liabilities, obligations, losses, claims, causes of action, damages, liabilitiespenalties, settlement paymentsactions, judgments, suits, costs, and related expenses (including the reasonable fees, charges and or disbursements of any counsel for any Agent Indemnitee)kind and nature whatsoever which may be imposed on, incurred by any Agent Indemnitee or asserted against such Agent in any Agent Indemnitee by any third party way relating to or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement other documents contemplated by or instrument contemplated hereby referred to herein or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the administration enforcement of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort terms hereof or thereof or of any such other theory, whether brought by a third party documents or by any Lender, Borrower or any other Loan Party or instruments; provided that no Bank shall be liable for (1) any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities they arise from the gross negligence or related expenses are willful misconduct (as finally determined by a court of competent jurisdiction jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by final such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and nonappealable judgment that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to have resulted from the constitute gross negligence, bad faith negligence or willful misconduct for purposes of such Agent Indemniteethis Section. The obligations agreements in this Section shall survive the payment of the Lenders Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Section 9.14 are subject to the provisions of Section 2.12(d)Agreement.

Indemnification of Agents. The Lenders shall Each Bank agrees to indemnify the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent not reimbursed by under Section 12.03 or under the applicable provisions of any other Loan Parties and Document, but without limiting the obligations of the Loan Parties hereunderBorrower under Section 12.03 or such provisions), ratably according to their Applicable Percentages for its Pro Rata Share (determined as of the Facilities, against, and hold each Agent Indemnitee harmless (on an after tax basistime that the applicable unreimbursed expense or indemnity payment is sought) from, of any and all liabilities, obligations, losses, claims, causes of action, damages, liabilitiespenalties, settlement paymentsactions, judgments, suits, costs, and related expenses (including the reasonable fees, charges and or disbursements of any counsel for any Agent Indemnitee)kind and nature whatsoever which may be imposed on, incurred by any Agent Indemnitee or asserted against such Agent in any Agent Indemnitee by any third party way relating to or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement other documents contemplated by or instrument contemplated hereby referred to herein or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.03) or under the applicable provisions of any other Loan Document or the administration enforcement of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort terms hereof or thereof or of any such other theory, whether brought by a third party documents or by any Lender, Borrower or any other Loan Party or instruments; provided that no Bank shall be liable for (1) any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities they arise from the gross negligence or related expenses are willful misconduct of the party to be indemnified as determined by a court of competent jurisdiction by final and nonappealable judgment in a final, non-appealable judgment; provided, further, that no action taken in accordance with the directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to have resulted from the constitute gross negligence, bad faith negligence or willful misconduct for purposes of this Section, (2) any loss with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent Indemnitee. The obligations of the Lenders under this Section 9.14 are subject to the provisions of Section 2.12(d)in connection with a swap or other interest rate hedging arrangement entered into with Borrower.

Indemnification of Agents. The Lenders shall indemnify the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent not reimbursed by the Loan Parties and without limiting the obligations of the Loan Parties hereunder), ratably according to their Applicable Percentages of the FacilitiesPercentages, against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities, settlement payments, costs, and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Agent Indemnitee), incurred by any Agent Indemnitee or asserted against any Agent Indemnitee by any third party or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Lender, Borrower or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent Indemnitee. The obligations of the Lenders under this Section 9.14 are subject to the provisions of Section 2.12(d).

Indemnification of Agents. The Lenders shall (a) Each Lender agrees to indemnify and defend the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) Indemnitees (to the extent not reimbursed by the Loan Parties and Borrowers under this Agreement, but without limiting the obligations indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Loan Parties hereunder), ratably according to their Applicable Percentages of the Facilities, Agent Indemnitees harmless from and against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities, settlement payments, costs, and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Agent Indemnitee)Claims which may be imposed on, incurred by any Agent Indemnitee or asserted against any of the Agent Indemnitee by Indemnitees in any third party way related to or by arising out of this Agreement or any Lender, Borrower of the other Financing Agreements or any other Loan Party arising out of, in connection with, document contemplated by or as a result of (i) the execution referred to herein or delivery of this Agreement, any other Loan Document therein or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom thereby (including any refusal by the LC Issuer costs and expenses which Borrowers are obligated to honor a demand for payment pay under a Letter of Credit if the documents presented SECTION 13.5 hereof or amounts Agent may be called upon to pay in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual lockbox or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank arrangement contemplated hereby) or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to the enforcement of any of the foregoingterms hereof or thereof or of any such other documents, whether based on contract, tort or provided that no Lender shall be liable to any other theory, whether brought by a third party or by any Lender, Borrower or any other Loan Party or Agent Indemnitee for any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted they result solely from the gross negligence, bad faith or willful misconduct or gross negligence of such Agent Indemnitee. The obligations of the Lenders under this Section 9.14 are subject to the provisions of Section 2.12(d).

Indemnification of Agents. The Lenders shall indemnify To the ex- tent the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent are not reimbursed and indemnified by the Loan Parties Credit Parties, each Lender will reimburse and without limiting the obligations of the Loan Parties hereunder)indemnify (i) each Ap- propriate Co-Agent, ratably according to their Applicable Percentages the respective principal amounts of the FacilitiesLoans and participations in Letters of Credit outstanding by each Lender under the Facilities administered by such Agent of which such Lender is a part (or if no amounts are outstanding, againstratably in accordance with their respective Commitments under the Facilities administered by such Agent of which such Lender is a part), and hold each Agent Indemnitee harmless (on an after tax basisii) fromthe Collateral Agent, ratably according to the respective amounts of the Loans and Letters of Credit outstanding under all Facilities (or if no amounts are outstanding, ratably in accordance with the Total Commitments), in either case, for and against any and all liabilities, obligations, losses, claims, causes of action, damages, liabilitiespenalties, settlement paymentsactions, judgments, suits, costs, and related expenses (including the reasonable fees, charges counsel fees and disbursements) or disbursements of any counsel for any Agent Indemnitee)kind or nature whatsoever which may be imposed on, incurred by any Agent Indemnitee or asserted against such Agent in performing its duties hereunder, in any Agent Indemnitee by any third party way relating to or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and or the other Loan Credit Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Lender, Borrower or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, provided that such indemnity no Lender shall not, as be liable to any Agent Indemniteefor any portion of such liabilities, be available to the extent that such obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, expenses or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted disbursements resulting from the such Agent's gross negligence, bad faith negligence or willful misconduct of such Agent Indemnitee. The obligations of the Lenders under this Section 9.14 are subject to the provisions of Section 2.12(d)misconduct.

Indemnification of Agents. The Lenders shall hereby agree to indemnify the Agents (Agents, the L/C Issuer and any sub-agent thereof)Related Party, and each Related Party of any of as the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) case may be (to the extent not reimbursed by the Loan Parties and without limiting the obligations of the Loan Parties hereunder), ratably according to their Applicable Percentages of the FacilitiesPercentages, against, from and hold each Agent Indemnitee harmless (on an after tax basis) from, against any and all liabilities, obligations, losses, claims, causes of action, damages, liabilitiespenalties, settlement paymentsactions, judgments, suits, costs, and related expenses (including the reasonable fees, charges and or disbursements of any counsel for any Agent Indemnitee)kind or nature whatsoever that may be imposed on, incurred by any Agent Indemnitee by, or asserted against any Agent Indemnitee by any third party or by any LenderAgent, Borrower the L/C Issuer or any other Loan Related Party in any way relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, Agreement or any other Loan Document or any agreement action taken or instrument contemplated hereby or therebyomitted to be taken by any Agent, the performance L/C Issuer or any Related Party in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s, L/C Issuer’s or other Related Party’s gross negligence or willful misconduct as determined by the parties hereto a final and nonappealable judgment of their respective obligations a court of competent jurisdiction. Except for action expressly required of Administrative Agent and Collateral Agent hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and under the other Loan Documents, (ii) any Loan or Letter each of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Lender, Borrower or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, Administrative Agent and regardless of whether any Collateral Agent Indemnitee is a party thereto, shall in all cases, whether cases be fully justified in failing or not caused by or arising, in whole or in part, out refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent Indemnitee. The their indemnification obligations of the Lenders under this Section 9.14 are subject against any and all liability and expense that may be incurred by it by reason of taking or continuing to the provisions of Section 2.12(d)take any such action.

Indemnification of Agents. The Lenders shall Each Bank agrees to indemnify each Agent (to the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents extent such Agent (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent is not reimbursed by under Section 12.04 or under the applicable provisions of any other Loan Parties and Document, but without limiting the obligations of the Loan Parties hereunderBorrower under Section 12.04 or such provisions), ratably according to their Applicable Percentages for its Pro Rata Share of the Facilities, against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all liabilities, obligations, losses, claims, causes of action, damages, liabilitiespenalties, settlement paymentsactions, judgments, suits, costs, and related expenses (including the reasonable fees, charges and or disbursements of any counsel for any Agent Indemnitee)kind and nature whatsoever which may be imposed on, incurred by any Agent Indemnitee or asserted against such Agent in any Agent Indemnitee by any third party way relating to or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement other documents contemplated by or instrument contemplated hereby referred to herein or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the administration enforcement of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort terms hereof or thereof or of any such other theory, whether brought by a third party documents or by any Lender, Borrower or any other Loan Party or instruments; provided that no Bank shall be liable for (1) any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities they arise from the gross negligence or related expenses are willful misconduct (as finally determined by a court of competent jurisdiction jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by final such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and nonappealable judgment that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to have resulted from the constitute gross negligence, bad faith negligence or willful misconduct for purposes of such Agent Indemniteethis Section. The obligations agreements in this Section shall survive the payment of the Lenders Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Section 9.14 are subject to the provisions of Section 2.12(d)Agreement.

Indemnification of Agents. The Lenders shall Each Bank agrees to indemnify the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent not reimbursed by under Section 12.04 or under the applicable provisions of any other Loan Parties and Document, but without limiting the obligations of the Loan Parties hereunderBorrower under Section 12.04 or such provisions), ratably according to their Applicable Percentages for its Pro Rata ​ 107 Share of the Facilities, against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all liabilities, obligations, losses, claims, causes of action, damages, liabilitiespenalties, settlement paymentsactions, judgments, suits, costs, and related expenses (including the reasonable fees, charges and or disbursements of any counsel for any Agent Indemnitee)kind and nature whatsoever which may be imposed on, incurred by any Agent Indemnitee or asserted against such Agent in any Agent Indemnitee by any third party way relating to or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement other documents contemplated by or instrument contemplated hereby referred to herein or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the administration enforcement of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort terms hereof or thereof or of any such other theory, whether brought by a third party documents or by any Lender, Borrower or any other Loan Party or instruments; provided that no Bank shall be liable for (1) any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities they arise from the gross negligence or related expenses are willful misconduct (as finally determined by a court of competent jurisdiction jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by final such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and nonappealable judgment that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to have resulted from the constitute gross negligence, bad faith negligence or willful misconduct for purposes of such Agent Indemniteethis Section. The obligations agreements in this Section shall survive the payment of the Lenders Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Section 9.14 are subject to the provisions of Section 2.12(d)Agreement.

Indemnification of Agents. The Lenders Whether or not the transactions contemplated hereby are consummated, the Banks shall indemnify upon demand the Agents (and any subAgent-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) Persons (to the extent not reimbursed by or on behalf of the Loan Parties Funds and without limiting the obligations obligation of the Loan Parties hereunderFunds to do so), ratably according to their Applicable Percentages of the Facilitiespro rata, against, from and hold each Agent Indemnitee harmless (on an after tax basis) from, against any and all lossesIndemnified Liabilities; provided, claimshowever, causes that no Bank shall be liable for the payment to the Agent-Related Persons of actionany portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct; provided, damagesfurther, liabilitiesthat no action taken in accordance with the directions of the Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, settlement paymentseach Bank shall reimburse the Administrative Agent or the Operations Agent, costsas the case may be, and related upon demand for its ratable share of any costs or out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Agent Indemnitee), Attorney Costs) incurred by any the Administrative Agent Indemnitee or asserted against any Agent Indemnitee by any third party or by any Lenderthe Operations Agent, Borrower or any other Loan Party arising out ofas the case may be, in connection withwith the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or as a result legal advice in respect of (i) the execution rights or delivery of responsibilities under, this Agreement, any other Loan Credit Document or any agreement or instrument document contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Lender, Borrower or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arisingreferred to herein, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available to the extent that the Administrative Agent or the Operations Agent, as the case may be, is not reimbursed for such losses, claims, damages, liabilities expenses by or related expenses are determined by a court on behalf of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent IndemniteeFunds. The obligations undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Lenders under this Section 9.14 are subject to Administrative Agent or the provisions of Section 2.12(d)Operations Agent, as the case may be.

Indemnification of Agents. The Lenders shall (a) Each Lender agrees to indemnify and defend the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) Indemnitees (to the extent not reimbursed by the Loan Parties and Borrowers under this Agreement, but without limiting the obligations indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Loan Parties hereunder), ratably according to their Applicable Percentages of the Facilities, Agent Indemnitees harmless from and against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities, settlement payments, costs, and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Agent Indemnitee)Claims which may be imposed on, incurred by any Agent Indemnitee or asserted against any of the Agent Indemnitee by Indemnitees in any third party way related to or by arising out of this Agreement or any Lender, Borrower of the other DIP Financing Documents or any other Loan Party arising out of, in connection with, document contemplated by or as a result of (i) the execution referred to herein or delivery of this Agreement, any other Loan Document therein or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom thereby (including any refusal by the LC Issuer costs and expenses which Borrowers are obligated to honor a demand for payment pay under a Letter of Credit if the documents presented SECTION 13.5 hereof or amounts Agent may be called upon to pay in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual lockbox or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank arrangement contemplated hereby) or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to the enforcement of any of the foregoingterms hereof or thereof or of any such other documents, whether based on contract, tort or provided that no Lender shall be liable to any other theory, whether brought by a third party or by any Lender, Borrower or any other Loan Party or Agent Indemnitee for any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted they result solely from the gross negligence, bad faith or willful misconduct or gross negligence of such Agent Indemnitee. The obligations of the Lenders under this Section 9.14 are subject to the provisions of Section 2.12(d).

Indemnification of Agents. The Lenders shall Each Bank agrees to indemnify the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent not reimbursed by under Section 12.04 or under the applicable provisions of any other Loan Parties and Document, but without limiting the obligations of the Loan Parties hereunderBorrower under Section 12.04 or such provisions), ratably according to their Applicable Percentages for its Pro Rata Share of the Facilities, against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all liabilities, obligations, losses, claims, causes of action, damages, liabilitiespenalties, settlement paymentsactions, judgments, suits, costs, and related expenses (including the reasonable fees, charges and or disbursements of any counsel for any Agent Indemnitee)kind and nature whatsoever which may be imposed on, incurred by any Agent Indemnitee or asserted against such Agent in any Agent Indemnitee by any third party way relating to or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement other documents contemplated by or instrument contemplated hereby referred to herein or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, without ​ limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the administration enforcement of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort terms hereof or thereof or of any such other theory, whether brought by a third party documents or by any Lender, Borrower or any other Loan Party or instruments; provided that no Bank shall be liable for (1) any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities they arise from the gross negligence or related expenses are willful misconduct (as finally determined by a court of competent jurisdiction jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by final such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and nonappealable judgment that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to have resulted from the constitute gross negligence, bad faith negligence or willful misconduct for purposes of such Agent Indemniteethis Section. The obligations agreements in this Section shall survive the payment of the Lenders Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Section 9.14 are subject to the provisions of Section 2.12(d)Agreement.

Indemnification of Agents. The Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify the Agents (and any subupon demand each Agent-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent not reimbursed by the Loan Parties or on behalf of any Credit Party and without limiting the obligations obligation of the Loan Parties hereunderany Credit Party to do so), ratably according to their Applicable Percentages of the Facilities, againstPro Rata, and hold harmless each Agent Indemnitee harmless (on an after tax basis) from, Agent-Related Person from and against any and all lossesIndemnified Liabilities incurred by it; PROVIDED, claimsHOWEVER, causes that no Lender shall be liable for the payment to any Agent-Related Person of actionany portion of such Indemnified Liabilities to the extent determined in a final, damagesnonappealable judgment by a court of competent jurisdiction to have resulted from such Agent- Related Person's own gross negligence or willful misconduct; PROVIDED, liabilitiesHOWEVER, settlement paymentsthat no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 8.07. Without limitation of the foregoing, costs, and related each Lender shall reimburse any Agent upon demand for its ratable share of any costs or out-of- pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Agent Indemnitee), Attorney Costs) incurred by any such Agent Indemnitee in connection with the preparation, execution, delivery, administration, modification, amendment or asserted against any Agent Indemnitee by any third party enforcement (whether through negotiations, legal proceedings or by any Lender, Borrower or any other Loan Party arising out otherwise) of, or legal advice in connection withrespect of rights or responsibilities under, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its SubsidiariesDocument, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Lender, Borrower or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused document contemplated by or arisingreferred to herein, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available to the extent that such losses, claims, damages, liabilities Agent is not reimbursed for such expenses by or related expenses are determined by a court on behalf of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent IndemniteeBorrowers. The obligations undertaking in this Section 8.07 shall survive termination of the Lenders under this Section 9.14 are subject to Commitments, the provisions payment of Section 2.12(d)all other Obligations and the resignation of the Agents.

Indemnification of Agents. The Lenders shall agree to indemnify the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for Agent and the Agents (or any sub-agent thereof) (each such Person being called an “Servicing Agent Indemnitee”) (to the extent not reimbursed by under Section 15.03 or under the Loan Parties and applicable provisions of any other Facility Document, but without limiting the obligations of the Loan Parties hereunderBorrowers under Section 15.03 or such provisions), ratably according to their Applicable Percentages in accordance with the aggregate unpaid principal amount of the FacilitiesLoans made by the Lenders (without giving effect to any participations, againstin all or any portion of such Loans, and hold each Agent Indemnitee harmless sold by them to any other Person) (on an after tax basis) fromor, if no Loans are at the time outstanding, ratably in accordance with their respective Revolving Credit Commitment), for any and all liabilities, obligations, losses, claims, causes of action, damages, liabilitiespenalties, settlement paymentsactions, judgments, suits, costs, and related expenses (including the reasonable fees, charges and or disbursements of any counsel for any Agent Indemnitee)kind and nature whatsoever which may be imposed on, incurred by any Agent Indemnitee or asserted against either the Agent or the Servicing Agent in any Agent Indemnitee by any third party way relating to or by any Lender, Borrower or any other Loan Party arising out of, in connection with, of the performance or as a result non-performance of (i) the execution or delivery of such Agent's duties under this Agreement, any other Loan Facility Document or any agreement other documents contemplated by or instrument contemplated hereby referred to herein or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, the costs and expenses which the Borrowers are obligated to pay under Section 15.03 or under the applicable provisions of any other Facility Document including, after a Default or Event of Default has occurred, extraordinary administrative costs and expenses incident to the performance of its agency duties hereunder) or the administration enforcement of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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 Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort terms hereof or thereof or of any such other theory, whether brought by a third party documents or by any Lender, Borrower or any other Loan Party or instruments; provided that no Lender shall be liable for any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted they arise from the gross negligence, bad faith negligence or willful misconduct of such the Agent Indemnitee. The obligations of the Lenders under this Section 9.14 are subject to the provisions of Section 2.12(d)be indemnified.