Common use of Indemnification of the Bank Clause in Contracts

Indemnification of the Bank. Each Obligor hereby indemnifies and agrees to defend (with counsel acceptable to the Bank) and hold harmless the Bank and each of its directors, officers, agents and employees (each, an “Indemnitee”) from and against any liability, loss, cost or expense (including reasonable attorneys’ fees and expenses) incurred in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion or negotiation, whenever taking place, and suffered by any one or more of the Indemnitees (collectively, “Losses”) or in which any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection with, or in any way relating to, any Liability, this Agreement, any Borrowing Document, any Advance, any Credit Product, any Derivative Transaction, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under this Agreement or any other Borrowing Document, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of law; provided, an Indemnitee shall not be indemnified for Losses to the extent they result solely from the gross negligence or willful misconduct of such Indemnitee. Notwithstanding any contrary provision in any Borrowing Document, obligations of each Obligor under this Section 6.12 shall survive the payment in full of the Liabilities and the termination of this Agreement.

Indemnification of the Bank. Each Obligor hereby indemnifies The Loan Party agrees that (i) the Bank is released from any and agrees to defend (with counsel acceptable all liabilities to the Bank) Loan Party arising from the terms of this Agreement and hold harmless the compliance by the Bank with the terms hereof, except to the extent that such liabilities arise from the Bank’s bad faith, willful misconduct or gross negligence, (ii) neither the Bank nor the Collateral Agent shall have any liability to the Loan Party for wrongful dishonor of any items as a result of any instructions of the Collateral Agent and each of (iii) the Loan Party, its successors and permitted assigns shall at all times indemnify the Bank, its affiliates and the respective directors, officers, trustees, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any liabilityand all liabilities, lossobligations, cost or expense (including losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of any kind, including, without limitation, the reasonable attorneys’ fees and expenses) disbursements of counsel, which may be incurred by, imposed on or asserted against such Indemnitee in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion administrative or negotiation, whenever taking place, and suffered by judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or in any one or more other way connected with the enforcement of any of the Indemnitees (collectivelyterms of, “Losses”) or in which the preservation of any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection withrights hereunder, or in any way relating toto or arising out of the maintenance, delivery, control, acceptance, possession, return or other disposition of any LiabilityDeposit Account or any Deposit Account Collateral on deposit therein or credited thereto, this Agreementthe violation of the Laws of any country, any Borrowing Document, any Advance, any Credit Product, any Derivative Transactionstate or other governmental body or unit, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform tort or discharge any of its covenants, obligations, agreements or duties under this Agreement or any other Borrowing Document, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of lawcontract claim; provided, an provided that no Indemnitee shall not have the right to be indemnified hereunder for Losses to the extent they result solely from the such Indemnitee’s own gross negligence or willful misconduct as determined by a court of such Indemnitee. Notwithstanding any contrary provision competent jurisdiction in any Borrowing Documenta final, obligations of each Obligor under this Section 6.12 shall survive the payment in full of the Liabilities and the termination of this Agreementnon-appealable judgment or order.

Indemnification of the Bank. Each Obligor hereby indemnifies and agrees to defend (with counsel acceptable to the Bank) and hold harmless the Bank and each of its directors, officers, agents and employees (each, an “Indemnitee’”) from and against any liability, loss, cost or expense (including reasonable attorneys’ fees and expensesexpenses for both in-house and outside counsel) incurred in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or investigation, pre-filing settlement discussion or negotiation, or any other matter, whenever taking place, and suffered by any one or more of the Indemnitees (collectively, “Losses”) ” or in which any one or more xxxx of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection with, or in any way relating to, any Liability, this Agreement, any Borrowing Document, any Advance, any Credit Product, any Derivative Transaction, or any Other Product and including any Loss (a) arising from any Obligor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under this Agreement or any other Borrowing Document, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of law; provided, an Indemnitee shall not be indemnified for Losses to the extent they result solely from the gross negligence or willful misconduct of such Indemnitee. Notwithstanding any contrary provision in any Borrowing Document, obligations of each Obligor under this Section 6.12 shall survive the payment in full of the Liabilities and the termination of this Agreement.

Indemnification of the Bank. Each Obligor hereby indemnifies and agrees to defend (with counsel acceptable to the Bank) and hold harmless the Bank and each of its directors, officers, agents and employees (each, an “Indemnitee”) from and against any liability, loss, cost or expense (including reasonable attorneys’ fees and expensesexpenses for both in-house and outside counsel) incurred in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or investigation, pre-filing settlement discussion or negotiation, or any other matter, whenever taking place, and suffered by any one or more of the Indemnitees (collectively, “Losses”) or in which any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection with, or in any way relating to, any Liability, this Agreement, any Borrowing Document, any Advance, any Credit Product, any Derivative Transaction, or any Other Product and including any Loss (a) arising from any Obligor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under this Agreement or any other Borrowing Document, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of law; provided, an Indemnitee shall not be indemnified for Losses to the extent they result solely from the gross negligence or willful misconduct of such Indemnitee. Notwithstanding any contrary provision in any Borrowing Document, obligations of each Obligor under this Section 6.12 shall survive the payment in full of the Liabilities and the termination of this Agreement. [Signatures appear on following page.]

Indemnification of the Bank. Each Obligor hereby indemnifies (a) The Loan Party agrees that (i) the Bank is released from any and agrees to defend (with counsel acceptable all liabilities to the Bank) Loan Party arising from the terms of this Agreement and hold harmless the compliance by the Bank with the terms hereof, except to the extent that such liabilities arise from the Bank’s bad faith, willful misconduct or gross negligence, (ii) neither the Bank, nor the Collateral Agent shall have any liability to the Loan Party for wrongful dishonor of any items as a result of any instructions of the Collateral Agent and each of (iii) the Loan Party, its successors and permitted assigns shall at all times indemnify the Bank, its affiliates and the respective directors, officers, trustees, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any liabilityand all liabilities, lossobligations, cost or expense (including losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of any kind, including, without limitation, the reasonable attorneys’ fees and expenses) disbursements of counsel, which may be incurred by, imposed on or asserted against such Indemnitee in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion administrative or negotiation, whenever taking place, and suffered by judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or in any one or more other way connected with the enforcement of any of the Indemnitees (collectivelyterms of, “Losses”) or in which the preservation of any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection withrights hereunder, or in any way relating toto or arising out of the maintenance, delivery, control, acceptance, possession, return or other disposition of any LiabilityDeposit Account or any Deposit Account Collateral on deposit therein or credited thereto, this Agreementthe violation of the Laws of any country, any Borrowing Document, any Advance, any Credit Product, any Derivative Transactionstate or other governmental body or unit, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform tort or discharge any of its covenants, obligations, agreements or duties under this Agreement or any other Borrowing Document, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of lawcontract claim; provided, an provided that no Indemnitee shall not have the right to be indemnified hereunder for Losses to the extent they result solely from the such Indemnitee’s own gross negligence negligence, bad faith or willful misconduct as determined by a court of such Indemnitee. Notwithstanding any contrary provision competent jurisdiction in any Borrowing Documenta final, obligations of each Obligor under this Section 6.12 shall survive the payment in full of the Liabilities and the termination of this Agreementnonappealable judgment or order.

Indemnification of the Bank. Each Obligor hereby indemnifies and The Borrower agrees to indemnify, defend (with counsel acceptable to the Bank) and hold harmless the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of its their respective shareholders, directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from any and employees all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (eachincluding, an “Indemnitee”without limitation, any Indemnified Person's attorneys fees) from and (collectively, the "Claims") which may be imposed upon, incurred by or assessed against any liabilityIndemnified Person (whether or not caused by any Indemnified Person's sole, lossconcurrent, cost or expense contributory negligence) arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (including reasonable attorneys’ fees including, without limitation, the enforcement of this agreement and expenses) incurred the defense of any Indemnifed Person's action or inaction in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion or negotiation, whenever taking place, this agreement); and suffered by any one or more in connection with the Borrower's failure to perform all of the Indemnitees (collectively, “Losses”) or in which any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection with, or in any way relating to, any Liability, this Agreement, any Borrowing Document, any Advance, any Credit Product, any Derivative Transaction, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties Borrower's obligations under this Agreement or any other Borrowing Documentagreement, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of law; provided, an Indemnitee shall not be indemnified for Losses except to the limited extent they result solely from that the gross negligence or Claims against any such Indemnified Person are proximately caused by such Indemnified Person's willful misconduct of such Indemniteemisconduct. Notwithstanding any contrary provision The indemnification provided for in any Borrowing Document, obligations of each Obligor under this Section 6.12 his section shall survive the payment in full of the Liabilities and the termination of this Agreementagreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrowers indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refbsal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower's assets or the Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower's name, if necessary, by the attorneys for the Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS,EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES,PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON.

Indemnification of the Bank. Each Obligor hereby indemnifies (a) The Credit Party agrees that (i) the Bank is released from any and agrees to defend (with counsel acceptable all liabilities to the Bank) Credit Party arising from the terms of this Agreement and hold harmless the compliance by the Bank with the terms hereof, except to the extent that such liabilities arise from the Bank’s bad faith, willful misconduct or gross negligence, (ii) neither the Bank nor the Collateral Agent shall have any liability to the Credit Party for wrongful dishonor of any items as a result of any instructions of the Collateral Agent and each of (iii) the Credit Party, its successors and permitted assigns shall at all times indemnify the Bank, its affiliates and the respective directors, officers, trustees, agents and employees of the foregoing (each, each an “IndemniteeIndemnified Person”) and hold each Indemnitee harmless from and against any liabilityand all liabilities, lossobligations, cost or expense (including losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of any kind, including, without limitation, the reasonable attorneys’ fees and expenses) disbursements of counsel, which may be incurred by, imposed on or asserted against such Indemnitee in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion administrative or negotiation, whenever taking place, and suffered by judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or in any one or more other way connected with the enforcement of any of the Indemnitees (collectivelyterms of, “Losses”) or in which the preservation of any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection withrights hereunder, or in any way relating toto or arising out of the maintenance, delivery, control, acceptance, possession, return or other disposition of any LiabilityDeposit Account or any Deposit Account Collateral on deposit therein or credited thereto, this Agreementthe violation of the laws of any country, any Borrowing Document, any Advance, any Credit Product, any Derivative Transactionstate or other governmental body or unit, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform tort or discharge any of its covenants, obligations, agreements or duties under this Agreement or any other Borrowing Document, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of lawcontract claim; provided, an provided that no Indemnitee shall not have the right to be indemnified hereunder for Losses to the extent they result solely from the such Indemnitee’s own gross negligence or willful misconduct as determined by a court of such Indemnitee. Notwithstanding any contrary provision competent jurisdiction in any Borrowing Documenta final, obligations of each Obligor under this Section 6.12 shall survive the payment in full of the Liabilities and the termination of this Agreementnon-appealable judgment or order.

Indemnification of the Bank. Each Obligor hereby indemnifies and The Borrower agrees to indemnify, defend (with counsel acceptable to the Bank) and hold harmless the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of its their respective shareholders, directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from any and employees all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (eachincluding, an “Indemnitee”without limitation, any Indemnified Person's attorneys' fees) from and (collectively, the "Claims") which may be imposed upon, incurred by or assessed against any liabilityIndemnified Person (whether or not caused by any Indemnified Person's sole, lossconcurrent, cost or expense contributory negligence) arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (including reasonable attorneys’ fees including, without limitation, the enforcement of this agreement and expenses) incurred the defense of any Indemnified Persons action or inaction in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion or negotiation, whenever taking place, this agreement); and suffered by any one or more in connection with the Borrower's failure to perform all of the Indemnitees (collectively, “Losses”) or in which any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection with, or in any way relating to, any Liability, this Agreement, any Borrowing Document, any Advance, any Credit Product, any Derivative Transaction, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties Borrower's obligations under this Agreement or any other Borrowing Documentagreement, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of law; provided, an Indemnitee shall not be indemnified for Losses except to the limited extent they result solely from that the gross negligence or Claims against any such Indemnified Person are proximately caused by such Indemnified Person's willful misconduct of such Indemniteemisconduct. Notwithstanding any contrary provision The indemnification provided for in any Borrowing Document, obligations of each Obligor under this Section 6.12 section shall survive the payment in full of the Liabilities and the termination of this Agreementagreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower's assets or the Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower's name, if necessary, by the attorneys for the Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of the Bank. Each Obligor hereby indemnifies The Loan Party agrees that (i) the Bank is released from any and agrees to defend (with counsel acceptable all liabilities to the Bank) Loan Party arising from the terms of this Agreement and hold harmless the compliance by the Bank with the terms hereof, except to the extent that such liabilities arise from the Bank's bad faith, willful misconduct or gross negligence, (ii) neither the Bank nor the Collateral Agent shall have any liability to the Loan Party for wrongful dishonor of any items as a result of any instructions of the Collateral Agent and each of (iii) the Loan Party, its successors and permitted assigns shall at all times indemnify the Bank, its affiliates and the respective directors, officers, trustees, agents and employees of the foregoing (each, each an “Indemnitee”"INDEMNITEE") and hold each Indemnitee harmless from and against any liabilityand all liabilities, lossobligations, cost or expense (including losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of any kind, including, without limitation, the reasonable attorneys’ fees and expenses) disbursements of counsel, which may be incurred by, imposed on or asserted against such Indemnitee in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion administrative or negotiation, whenever taking place, and suffered by judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or in any one or more other way connected with the enforcement of any of the Indemnitees (collectivelyterms hereof, “Losses”) or in which the preservation of any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection withrights hereunder, or in any way relating toto or arising out of the maintenance, delivery, control, acceptance, possession, return or other disposition of the Account or any LiabilityDeposit Account Collateral on deposit therein or credited thereto, this Agreementthe violation of the Laws of any country, any Borrowing Document, any Advance, any Credit Product, any Derivative Transactionstate or other governmental body or unit, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform tort or discharge any of its covenants, obligations, agreements or duties under this Agreement or any other Borrowing Document, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of lawcontract claim; provided, an provided that no Indemnitee shall not have the right to be indemnified hereunder for Losses to the extent they result solely from the such Indemnitee's own gross negligence or willful misconduct as determined by a court of such Indemnitee. Notwithstanding any contrary provision competent jurisdiction in any Borrowing Documenta final, obligations of each Obligor under this Section 6.12 shall survive the payment in full of the Liabilities and the termination of this Agreementnon-appealable judgment or order.

Indemnification of the Bank. Each Obligor hereby indemnifies and The Borrower agrees to indemnify, defend (with counsel acceptable to the Bank) and hold harmless the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of its their respective shareholders, directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from any and employees all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (eachincluding, an “Indemnitee”without limitation, any Indemnified Person's, attorneys' reasonable fees) from and (collectively, the "Claims") which may be imposed upon, incurred by or assessed against any liabilityIndemnified Person arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (including, losswithout limitation, cost the enforcement of this agreement and the defense of any Indemnified Person's action or expense (including reasonable attorneys’ fees and expenses) incurred inaction in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion or negotiation, whenever taking place, this agreement); and suffered by any one or more in connection with the Borrower's failure to perform all of the Indemnitees (collectively, “Losses”) or in which any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection with, or in any way relating to, any Liability, this Agreement, any Borrowing Document, any Advance, any Credit Product, any Derivative Transaction, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties Borrower's obligations under this Agreement or any other Borrowing Documentagreement, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of law; provided, an Indemnitee shall not be indemnified for Losses except to the limited extent they result solely from that the Claims against any such Indemnified Person are proximately caused by such Indemnified Person's gross negligence or willful misconduct of such Indemniteemisconduct. Notwithstanding any contrary provision The indemnification provided for in any Borrowing Document, obligations of each Obligor under this Section 6.12 section shall survive the payment in full of the Liabilities and the termination of this Agreementagreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower's assets or the . Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower's name, if necessary, by the attorneys for the Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Indemnified Person and to assist in its defense and the Borrower agrees to pay the reasonable fees and disbursements of such attorneys.

Indemnification of the Bank. Each Obligor hereby indemnifies (1)The Credit Party agrees that (i) the Bank is released from any and agrees to defend (with counsel acceptable all liabilities to the Bank) Credit Party arising from the terms of this Agreement and hold harmless the compliance by the Bank with the terms hereof, except to the extent that such liabilities arise from the Bank’s bad faith, willful misconduct or gross negligence, (ii) neither the Bank nor the Collateral Agent shall have any liability to the Credit Party for wrongful dishonor of any items as a result of any instructions of the Collateral Agent and each of (iii) the Credit Party, its successors and permitted assigns shall at all times indemnify the Bank, its affiliates and the respective directors, officers, trustees, agents and employees of the foregoing (each, each an “IndemniteeIndemnified Person”) and hold each Indemnitee harmless from and against any liabilityand all liabilities, lossobligations, cost or expense (including losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of any kind, including, without limitation, the reasonable attorneys’ fees and expenses) disbursements of counsel, which may be incurred by, imposed on or asserted against such Indemnitee in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion administrative or negotiation, whenever taking place, and suffered by judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or in any one or more other way connected with the enforcement of any of the Indemnitees (collectivelyterms of, “Losses”) or in which the preservation of any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection withrights hereunder, or in any way relating toto or arising out of the maintenance, delivery, control, acceptance, possession, return or other disposition of any LiabilityDeposit Account or any Deposit Account Collateral on deposit therein or credited thereto, this Agreementthe violation of the laws of any country, any Borrowing Document, any Advance, any Credit Product, any Derivative Transactionstate or other governmental body or unit, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform tort or discharge any of its covenants, obligations, agreements or duties under this Agreement or any other Borrowing Document, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of lawcontract claim; provided, an provided that no Indemnitee shall not have the right to be indemnified hereunder for Losses to the extent they result solely from the such Indemnitee’s own gross negligence or willful misconduct as determined by a court of such Indemnitee. Notwithstanding any contrary provision competent jurisdiction in any Borrowing Documenta final, obligations of each Obligor under this Section 6.12 shall survive the payment in full of the Liabilities and the termination of this Agreementnon-appealable judgment or order.

Indemnification of the Bank. Each Obligor hereby indemnifies and agrees to defend (with counsel acceptable to the Bank) and hold harmless the Bank and each of its directors, officers, agents and employees (each, an “Indemnitee”) from and against any liability, loss, cost or expense (including reasonable attorneys’ fees and expenses) incurred in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing refiling settlement discussion or negotiation, whenever taking place, and suffered by any one or more of the Indemnitees (collectively, “Losses”) or in which any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection with, or in any way relating to, any Liability, this Agreement, any Borrowing Document, any Advance, any Credit Product, any Derivative Transaction, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under this Agreement or any other Borrowing Document, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of law; provided, an Indemnitee shall not be indemnified for Losses to the extent they result solely from the gross negligence or willful misconduct of such Indemnitee. Notwithstanding any contrary provision in any Borrowing Document, obligations of each Obligor under this Section 6.12 shall survive the payment in full of the Liabilities and the termination of this Agreement.

Indemnification of the Bank. Each Obligor hereby indemnifies and The Borrower agrees to indemnify, defend (with counsel acceptable to the Bank) and hold harmless the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of its their respective shareholders, directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from any and employees all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (eachincluding, an “Indemnitee”without limitation, any Indemnified Person's attorneys' fees) from and (collectively, the "Claims") which may be imposed upon, incurred by or assessed against any liabilityIndemnified Person (whether or not caused by any Indemnified Person's sole, lossconcurrent, cost or expense contributory negligence) arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (including reasonable attorneys’ fees including, without limitation, the enforcement of this agreement and expenses) incurred the defense of any Indemnified Person's action or inaction in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion or negotiation, whenever taking place, this agreement); and suffered by any one or more in connection with the Borrower's failure to perform all of the Indemnitees (collectively, “Losses”) or in which any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection with, or in any way relating to, any Liability, this Agreement, any Borrowing Document, any Advance, any Credit Product, any Derivative Transaction, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties Borrower's obligations under this Agreement or any other Borrowing Documentagreement, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of law; provided, an Indemnitee shall not be indemnified for Losses except to the limited extent they result solely from that the gross negligence or Claims against any such Indemnified Person are proximately caused by such Indemnified Person's willful misconduct of such Indemniteemisconduct. Notwithstanding any contrary provision The indemnification provided for in any Borrowing Document, obligations of each Obligor under this Section 6.12 section shall survive the payment in full of the Liabilities and the termination of this Agreement.agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower's assets or the Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower's name, if necessary, by the attorneys for the Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its

Indemnification of the Bank. Each Obligor hereby indemnifies and The Borrower agrees to indemnify, defend (with counsel acceptable to the Bank) and hold harmless the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of its their respective shareholders, directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from any and employees all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (eachincluding, an “Indemnitee”without limitation, any Indemnified Person's attorneys' fees) from and (collectively, the "Claims") which may be imposed upon, incurred by or assessed against any liabilityIndemnified Person (whether or not caused by any Indemnified Person's sole, lossconcurrent, cost or expense contributory negligence) arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (including reasonable attorneys’ fees including, without limitation, the enforcement of this agreement and expenses) incurred the defense of any Indemnified Person's action or inaction in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion or negotiation, whenever taking place, this agreement); and suffered by any one or more in connection with the Borrower's failure to perform all of the Indemnitees (collectively, “Losses”) or in which any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection with, or in any way relating to, any Liability, this Agreement, any Borrowing Document, any Advance, any Credit Product, any Derivative Transaction, or any Other Product and any Loss (a) arising from any Obligor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties Borrower's obligations under this Agreement or any other Borrowing Documentagreement, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of law; provided, an Indemnitee shall not be indemnified for Losses except to the limited extent they result solely from that the gross negligence or Claims against any such Indemnified Person are proximately caused by such Indemnified Person's willful misconduct of such Indemniteemisconduct. Notwithstanding any contrary provision The indemnification provided for in any Borrowing Document, obligations of each Obligor under this Section 6.12 section shall survive the payment in full of the Liabilities and the termination of this Agreementagreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower's assets or the Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower's name, if necessary, by the attorneys for the Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON.

Indemnification of the Bank. Each Obligor hereby indemnifies ---------------------------- and agrees to defend (with counsel acceptable to the Bank) and hold harmless the Bank and each of its directors, officers, agents and employees (each, an “"Indemnitee”") from and against any liability, loss, cost or expense (including reasonable attorneys’ ' fees and expenses) incurred in connection with any claim, damage, suit, arbitration, action, proceeding, investigation or pre-filing settlement discussion or negotiation, whenever taking place, and suffered by any one or more of the Indemnitees (collectively, “"Losses”") or in which any one or more of the Indemnitees may ever be or become involved (whether as a party, witness or otherwise), in connection with, or in any way relating to, any Liability, this Agreement, any Borrowing Document, any Advance, any Credit Product, any Derivative Transaction, or any Other Product and any Loss (a) arising from any Obligor’s 's failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under this Agreement or any other Borrowing Document, (b) arising from the breach of any of the representations or warranties contained in any Borrowing Document, (c) relating to claims of any Person with respect to any Collateral, or (d) arising from any Obligor’s 's failure to comply with any federal, state, or local statute, regulation, ordinance or other provision of law; provided, an Indemnitee shall not be indemnified for Losses to the extent they result solely from the gross negligence or willful misconduct of such Indemnitee. Notwithstanding any contrary provision in any Borrowing Document, obligations of each Obligor under this Section 6.12 shall survive the payment in full of the Liabilities and the termination of this Agreement.