Common use of Company Indemnification Clause in Contracts

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the transactions contemplated hereby are consummatedSecurities hereunder and in addition to all of the Company's other obligations under this Agreement, the Company shall indemnifydefend, defend protect, indemnify and hold the Agent-Related Persons, harmless Purchaser and each Bank and each all of its respective officers, directors, employeesemployees and agents (including, counselwithout limitation, agents and attorneys-in-fact those retained in connection with the transactions contemplated by this Agreement) (eachcollectively, an the "Indemnified PersonIndemnitees") harmless from and against any and all liabilities----------- actions, obligationscauses of action, suits, claims, losses, damagescosts, penalties, actionsfees, judgmentsliabilities and damages, suitsand expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), costs, charges, expenses and including reasonable attorneys' fees and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall have no obligation hereunder not be liable to an Indemnitee under this Section 9A for any Indemnified Person with respect to Indemnified Liabilities resulting liability if such liability is caused solely 74 126 from the by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or willful misconduct default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such each of the Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsLiabilities which is permissible under applicable law.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); providedPROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions ----------------------- contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, ------------------ obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the ----------------------- -------- Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Administrative Agent-Related Persons, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto thereto, including any of the foregoing arising from the negligence of such Indemnified Party (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the but Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified PersonPerson or from such Indemnified Party acting in violation of applicable law or in breach of the Loan Documents. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not In consideration of the transactions contemplated hereby are consummatedPurchasers’ execution and delivery of the Transaction Documents to which it is a party and acquiring the Notes hereunder and thereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party, the Company shall indemnifydefend, defend protect, indemnify and hold harmless the Agent-Related PersonsPurchasers and all of their affiliates, and each Bank and each of its respective shareholders, trustees, partners, members, officers, directors, employeesemployees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, counselwithout limitation, agents and attorneys-in-fact those retained in connection with the transactions contemplated by this Agreement) (eachcollectively, an "Indemnified Person"the “Purchaser Indemnitees”) harmless from and against any and all liabilitiesactions, obligationscauses of action, suits, claims, losses, damagescosts, penalties, actionsfees, judgmentsliabilities and damages (other than consequential damages), suitsand expenses in connection therewith (irrespective of whether any such Purchaser Indemnitee is a party to the action for which indemnification hereunder is sought), costs, charges, expenses and including reasonable attorneys’ fees and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on“Purchaser Indemnified Liabilities”), incurred by or asserted against any such Person in any way relating to Purchaser Indemnitee as a result of, or arising out of this Agreement or any document contemplated by or referred to hereinof, or relating to (a) any misrepresentation or breach of any representation or warranty made by the transactions contemplated herebyCompany in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or claim brought or made against such Purchaser Indemnitee by a third party (including for these purposes a derivative action taken or omitted by any such Person under or in connection with any brought on behalf of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingCompany) related to or and arising out of this Agreement or resulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Purchaser Indemnitee contained in the Specified Swap Contracts Transaction Documents to which it is a party, the execution, delivery, performance or the Loans or the use enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds thereofof the issuance of the Notes, whether or not any Indemnified Person is a party thereto (all iii) the foregoing, collectively, status of the "Indemnified Liabilities"); provided, that Purchasers as investors in the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsCompany.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of any act or failure to act of the Company or any of its Subsidiaries in connection with this Agreement or the Specified Swap Contracts or the Loans or Letters of Credit the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); providedPROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, claims, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable (given due regard to the prevailing circumstances) Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the any Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesObligations"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities Obligations resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not In consideration of the transactions contemplated hereby are consummatedSubscriber's execution and delivery of the Transaction Documents to which it is a party and acquiring the Securities hereunder and thereunder and in addition to all of the Company's other obligations under the Transaction Documents to which it is a party, the Company shall indemnifydefend, defend protect, indemnify and hold harmless the Agent-Related Persons, Subscriber and each Bank other holder of the Securities and each all of its respective their shareholders, trustees, partners, members, officers, directors, employeesemployees and direct or indirect investors and any of the foregoing persons' agents or other representatives (including, counselwithout limitation, agents and attorneys-in-fact those retained in connection with the transactions contemplated by this Agreement) (eachcollectively, an the "Indemnified PersonSUBSCRIBER INDEMNITEES") harmless from and against any and all liabilitiesactions, obligationscauses of action, suits, claims, losses, damagescosts, penalties, actionsfees, judgmentsliabilities and damages (other than consequential damages), suitsand expenses in connection therewith (irrespective of whether any such Subscriber Indemnitee is a party to the action for which indemnification hereunder is sought), costs, charges, expenses and including reasonable attorneys' fees and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on"SUBSCRIBER INDEMNIFIED LIABILITIES"), incurred by or asserted against any such Person in any way relating to Subscriber Indemnitee as a result of, or arising out of this Agreement or any document contemplated by or referred to hereinof, or relating to (a) any misrepresentation or breach of any representation or warranty made by the transactions contemplated herebyCompany in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or claim brought or made against such Subscriber Indemnitee by a third party (including for these purposes a derivative action taken or omitted by any such Person under or in connection with any brought on behalf of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingCompany) related to or and arising out of this Agreement or resulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Subscriber Indemnitee contained in the Specified Swap Contracts Transaction Documents to which it is a party, the execution, delivery, performance or the Loans or the use enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds thereofof the issuance of the Securities, whether or not any Indemnified Person is a party thereto (all iii) the foregoing, collectively, status of the "Indemnified Liabilities"); provided, that Subscriber or holder of the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from Securities as an investor in the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsCompany.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney CostsCosts but excluding costs covered by Section 9.04(a)) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankLoans) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 130 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend and hold to the Agent-Related Personsfullest extent permitted by applicable law, each Covered Person and each Bank and each of its respective officersCovered Person’s affiliates, directors, employeestrustees, counselmembers, managers, shareholders, officers, partners, controlling persons, employees and agents (including any individual who serves at their request as director, officer, manager, partner, trustee or the like of another Person, including the Company) and/or the legal representatives and attorneys-in-fact controlling persons of any of them (each, each of the foregoing being an "Indemnified Person"“Indemnitee”) harmless from and against any liabilities and all liabilitiesexpenses, obligationsincluding amounts paid in satisfaction of judgments, losses, damages, in compromise or as fines and penalties, actions, judgments, suits, costs, charges, and counsel fees and expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, reasonably incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body, in which such Indemnitee may be or may have been threatened, while acting in a manner believed to be within the scope of the foregoingauthority conferred on such Indemnitee by this Agreement, including except with respect to any investigationmatter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee’s action was within the scope of authority conferred on such Indemnitee by this Agreement, litigation or proceeding (including and furthermore, in the case of any Insolvency Proceeding or appellate criminal proceeding) related , so long as such Indemnitee had no reasonable cause to or arising out of this Agreement or believe that the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities")conduct was unlawful; provided, however, that (i) no Indemnitee shall be indemnified hereunder against any liability to the Company shall have no obligation hereunder to or its Members or any Indemnified Person expense of such Indemnitee arising by reason of its willful misconduct, bad faith, gross negligence, dishonesty or reckless disregard of its duties hereunder, and (ii) with respect to Indemnified Liabilities resulting solely 74 126 from any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the gross negligence or willful misconduct prosecution of such Indemnified Person. The agreements in this Section shall survive payment of all action, suit or other Obligationsproceeding by such Indemnitee was authorized by the Company.

Company Indemnification. The Company covenants and agrees to defend, ----------------------- indemnify and save and hold harmless each Investor, together with its officers, directors, partners, shareholders, employees, trustees, affiliates (a) Whether within the meaning of Rule 405 of the SEC under the Act), beneficial owners, attorneys and representatives, from and against any and all losses, costs, expenses, liabilities, claims or not the transactions contemplated hereby are consummatedlegal damages (including, without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding, whether incurred in connection with a claim against the Company shall indemnifyor a third party claim) (collectively, defend and hold "Investor Losses") up to the Agent-Related Personsamount of such Investor's original --------------- investment in the Private Placement (as set forth on Schedule A hereto) arising out of or resulting from: (i) any inaccuracy in or breach of any representation, and each Bank and each warranty, covenant or agreement made by the Company in this Agreement, any Additional Agreement or in any writing delivered pursuant to this Agreement or at the Closing; (ii) the failure of the Company to perform or observe fully any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement or any Additional Agreement; or (iii) any actual or threatened claim, suit, action or proceeding arising out of or resulting from the conduct by the Company of its Business or operations, or the Company's occupancy or use of its properties or assets, on or prior to the Closing Date; other than, with respect to an Investor. Investor Losses resulting directly from the gross negligence or willful misconduct of such Investor or any of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against or any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) affiliate within the meaning of any kind or nature whatsoever which may at any time (including at any time following repayment Rule 405 of the Loans and termination of all Specified Swap Contracts and SEC under the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of Act are not covered under this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities")Section 9.1; provided, however, that, if and to the extent -------- ------- that such indemnification is unenforceable for any reason, the Company shall have no obligation hereunder make the maximum contribution to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct payment and satisfaction of such Indemnified Person. The agreements in this Section indemnified liability which shall survive payment of all other Obligationsbe permissible under applicable laws.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank Lender and each of its respective Affiliates, partners, officers, directors, employees, counsel, agents agents, advisors and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of any act or failure to act of the Company or any of its Subsidiaries in connection with this Agreement or the Specified Swap Contracts or the Loans or Letters of Credit the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereinLoan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive the termination of the Aggregate Commitments and payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender or assignment by any Lender of its Loans or Commitment) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); providedPROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, each Agent and each Bank Lender and each of its their respective Affiliates, officers, directors, employees, counsel, agents agents, investment advisers, trustees and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (excluding costs and expenses specifically referred to in Section 11.4) which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingproceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that in the event that any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action which is requested of it or any other Indemnified Person, for which any Agent-Related Person or Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company in writing of such event; provided that failure to so notify the Company shall not affect the right of any Agent-Related Person or Lender to seek indemnification under this Section.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, the Arranger and each Bank Lender and each of its respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "“Indemnified Person"”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any BankLender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "“Indemnified Liabilities"”); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, each Agent and each Bank Lender and each of its their respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including including, at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingproceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that in the event that any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action which is requested of it or any other Indemnified Person, for which any Agent-Related Person or Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company in writing of such event; provided that failure to so notify the Company shall not affect the right of any Agent-Related Person or Lender to seek indemnification under this Section.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereinLoan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section 11.05 shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any BankLender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereofthereof or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from (i) the gross negligence or willful misconduct of such Indemnified PersonPerson or (ii) any proceeding initiated by the Agent against any Lender (except to the extent arising from a breach by such Lender of its obligations hereunder) or by any Lender against the Agent or any other Lender (except to the extent arising from a breach by the Agent or such Lender, as the case may be, of its obligations hereunder). The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the either Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive the termination of this Agreement and the payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereinLoan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against ------------------ any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, the Debt Offering, the Equity Offering, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); ----------------------- provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold each of the Agent-Related Persons, and each Bank Purchasers and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bankobligations hereunder) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement Amendment or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person Indemnified Person, including any Purchaser failing to consent to this Amendment, under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement Amendment or the Specified Swap Contracts Notes the Intercreditor Agreement, the BA Credit Agreements, the Shelf Notes, the Prudential Agreement, or the Loans "Operative Documents" (as defined in the Intercreditor Agreement) or the use of the proceeds thereof, whether or not any Indemnified Person is a party hereto or thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 and directly from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsobligations hereunder and the termination of this Amendment.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or Agreement, the Loans or Letters of Credit or the use of the proceeds thereofthereof or related to or arising out of any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnifyindemnify upon demand, defend and hold the each Lead Agent-, its Related Persons, Parties and each Bank Lender and each of its respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "“Indemnified Person"”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit or the Commitments and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "“Indemnified Liabilities"”); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated ----------------------- hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, ------------------ obligations, losses, damages, penalties, actions, judgments, suits, costs, settlement costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any demand, claim, investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); ----------------------- provided, that the Company shall have no obligation hereunder to any Indemnified -------- Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, Persons and each Bank and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "“Indemnified Person"”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereinLoan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Indemnified Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "“Indemnified Liabilities"”); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to (a) items of the types described in subsection 11.04(a) for which the Company is obligated to indemnify only Bank of America and its affiliates (including the Arranger) or (b) Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of, or violation of any applicable Requirement of Law by, such Indemnified Person, from the breach by such Indemnified Person of Section 11.09 or from disputes among the Banks. The agreements in this Section 11.05 shall survive payment of all other Obligations. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnified Person have any liability for any indirect, consequential, special or punitive damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.05 shall be payable within ten Business Days after demand therefor (which demand shall be accompanied by a reasonable description of the amounts due and the calculation thereof). The agreements in this Section shall survive payment the resignation of the Administrative Agent, the replacement of any Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnifyindemnify and save harmless the Purchasers from, defend against, for and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) in respect of any kind out-of-pocket loss, obligation, liability, settlement payment, award, judgment, fine, penalty, interest charge, expense, damage or nature whatsoever which may at any time deficiency or other charge (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesLosses") incurred or required to be paid by the Purchasers which arises out of or relates to any third party claim with respect to (i) any representation or warranty made by the Company in Section 3 hereof or in any certificate delivered pursuant to this Agreement being untrue, inaccurate or misleading in any material respect, as of the date given, or (ii) the breach of any covenant made by the Company in Section 4, Section 5 or Section 6 hereof, or (iii) the failure of the Company to comply with, perform or observe any other term, provision or condition contained in this Agreement, any Document to which the Company or Stratagene is a party, or in any certificate delivered pursuant to this Agreement; and any reasonable expenses as incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder, including, without limitation, court filing fees, court costs, reasonable arbitration fees or reasonable costs, witness fees, and fees and disbursements of legal counsel, investigators, expert witnesses, accountants and other professionals reasonably required in connection therewith (collectively, "Related Expenses"); provided, however, that the Company shall have no obligation hereunder not be liable for any Losses or Related Expenses (a) to the extent attributable to a loss in the market value of the Notes or Conversion Shares or (b) resulting from action on the part of either of the Purchasers that is finally determined in such proceeding to be wrongful and which is unrelated to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from wrongful act by the gross negligence Company or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligationsits representatives.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding Proceeding, any proceeding relating to Environmental Laws or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents agents, Affiliates, and attorneys-in-fact (each, an "Indemnified Person") harmless from ------------------ and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, the Debt Offering, the Equity Offering, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation ----------------------- hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Administrative Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive the termination of this Agreement and the payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. To the fullest extent permitted by law, each ----------------------- Member and each Affiliate of any Member, as well as each Designated Representative appointed pursuant to Section 3.4 (a) Whether or not each of the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Personsforegoing being referred to herein as an "Indemnitee", and each Bank and Affiliate to which each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an such Indemnitee is related being referred to herein as such Indemnitee's "Indemnified Related Person") shall be indemnified, defended and held harmless by the Company to the fullest extent permitted by the Act for, from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, expenses (including reasonable attorneys' fees and costs), judgments, fines, settlements, demands, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way suits relating to or arising out of the business of the Company or the, the development of the Pad Sites or the exercise by the Indemnitee of any authority conferred on it, him or them hereunder or the performance by the Indemnitee of any of its, his or their duties and obligations under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no Indemnitee shall be entitled to indemnification hereunder with respect to any claim, issue or matter: (i) in respect of which it, he or its or his Related Person (or the Company as the result of an act or omission of such Related Person) has been adjudged liable for fraud, gross negligence or willful misconduct; (ii) based upon or relating to a material breach by it, him or his or its Related Person of any term or provision of this Agreement or any document contemplated Collateral Agreement; or (iii) for costs or expenses incurred by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or Indemnitee in connection with any of the foregoinga claim or action against it, including with respect to any investigation, litigation him or proceeding (including any Insolvency Proceeding his or appellate proceeding) its Related Person by another Member or such other Member's Related Person that is not related to or arising out of the Indemnitee's actions under this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereofAgreement. Notwithstanding this Section 6.2, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that no Member shall be entitled to indemnification by the Company when or if acting in a capacity with the Company as other than a Member, in which case, such right to indemnification shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from be governed by an agreement, if any, between the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsCompany and the Member.

Company Indemnification. (a) Whether or not the transactions contemplated hereby by this Agreement are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank you and each of its your respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) attorney's fees and expenses of any kind or nature whatsoever which may at any time (including at any time following repayment repayment, or transfer by you, of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankNotes) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement Agreement, or the Notes or any document contemplated by or referred to hereinherein or therein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding bankruptcy, insolvency, reorganization or other similar proceeding or any appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans Notes or the use of the proceeds thereof, whether or not any an Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); provided, ) provided that the Company shall not have no obligation hereunder under this Paragraph 11T to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related PersonsBank, and each Bank Affiliate of the Bank, and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and L/C Obligations, expiration of the Standby Letters of Credit, and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankContracts) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or Agreement, the Specified Swap Contracts Contracts, or the Standby Letters of Credit, the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Administrative Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, and reasonable out-of-pocket expenses and disbursements (including Attorney Costs) ), of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified PersonPerson provided further, that the Company shall not be obligated to indemnify any Bank for any loss, claim, damage, liability or expense arising solely from a dispute between two or more Banks. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (collectively, "Costs and Expenses") which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, other Loan Document or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person; provided, further, that the Company shall not be required to pay the Costs and Expenses of any Indemnified Person to the extent arising in connection with any action by or on behalf of the Company against such Indemnified Person where final judgment 51 58 is rendered against such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); providedPROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit, and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company and each Loan Party shall jointly and severally indemnify, defend and hold each of the Agent-Related Persons, and each Bank the Lenders and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "“Indemnified Person"”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankLoans) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement Agreement, any Loan Document or any other document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or Agreement, the Specified Swap Contracts Loan Documents or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "“Indemnified Liabilities"”); provided, provided that none of the Company or any Loan Party shall have no any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements In the case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnity shall survive payment be effective whether or not such investigation, litigation or proceeding is brought by the Company, a Loan Party, any of all their directors, securityholders or creditors, an Indemnified Party or any other Obligationsperson, or an Indemnified Party is otherwise a party thereto and whether or not eh transactions contemplated hereby are consummated. Each of the Company and each Loan Party further agrees that no Indemnified Party shall have any liability (whether in contract, tort or otherwise) to the Company, each Loan Party or any of their securityholders or creditors for or in connection with the transactions contemplated hereby, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s gross negligence of willful misconduct.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company Companies, jointly and severally shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the obligations of the Companies under this Agreement or any document contemplated by or referred to herein, or -65- 71 the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the (a) a Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified PersonPerson and (b) the Companies shall have no obligation to pay any of the Attorney Costs of BankBoston, N.A., formerly known as The First National Bank of Boston in connection with the original documentation and negotiation of this Agreement or any Loan Document. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including including, at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, each Agent and each Bank Lender and each of its their respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (excluding costs and expenses specifically referred to in Section 11.4) which may at any time (including including, at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingproceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that in the event -133- 141 that any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action which is requested of it or any other Indemnified Person, for which any Agent- Related Person or Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company in writing of such event; provided that failure to so notify the Company shall not affect the right of any Agent-Related Person or Lender to seek indemnification under this Section.

Company Indemnification. (a) Whether or not the transactions ----------------------- contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Administrative Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any ------------------ and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the ----------------------- Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section 15.2 shall survive payment of all other ObligationsObligations and termination of this Agreement.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend defend, and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating related to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related PersonsPersons and each Bank, and each Bank and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") ), harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person person in favor of any third-party in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions ----------------------- contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, ------------------ obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall ----------------------- -------- have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any BankLender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions 105 contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereofthereof or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from (i) the gross negligence or willful misconduct of such Indemnified PersonPerson or (ii) any proceeding initiated by the Agent against any Lender (except to the extent arising from a breach by such Lender of its obligations hereunder) or by any Lender against the Agent or any other Lender (except to the extent arising from a breach by the Agent or such Lender, as the case may be, of its obligations hereunder). The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the transactions contemplated hereby are consummatedSecurities hereunder and in addition to all of the Company's other obligations under this Agreement, the Company shall indemnifydefend, defend protect, indemnify and hold the Agent-Related Persons, harmless Purchaser and each Bank and each all of its respective officers, directors, employeesemployees and agents (including, counselwithout limitation, agents and attorneys-in-fact those retained in connection with the transactions contemplated by this Agreement) (eachcollectively, an the "Indemnified PersonIndemnitees") harmless from and against any and all liabilities----------- actions, obligationscauses of action, suits, claims, losses, damagescosts, penalties, actionsfees, judgmentsliabilities and damages, suitsand expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), costs, charges, expenses and including reasonable attorneys' fees and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement or the Transaction Documents, provided that the Company shall have no obligation hereunder not be liable to an Indemnitee under this Section 9A for any Indemnified Person with respect to Indemnified Liabilities resulting liability if such liability is caused ---------- solely 74 126 from the by such Indemnitee's fraud, willful misconduct or gross negligence or willful misconduct default or breach under this Agreement or the Transaction Documents. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such each of the Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsLiabilities which is permissible under applicable law.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement Agreement, the Existing Credit Agreement, or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or Agreement, the Specified Swap Contracts Existing Credit Agreement, or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.. 11.6

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneysattomeys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney CostsCosts for one firm of counsel) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, each Lender, and each Bank Issuing Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankLender or Issuing Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); providedPROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified PersonPerson as determined in a final order of a court of competent jurisdiction not subject to appeal. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts Obligations and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans BAs or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other ObligationsObligations and the termination of this Agreement.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingproceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that if any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action is requested of it or any other Indemnified Party, for which such Agent-Related Person or such Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company in writing of such event; provided that failure to so notify the Company shall not affect the right of any Agent-Related Person or Lender to seek indemnification under this Section.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend agrees to indemnify and hold harmless the Agent-Related Persons, and each Bank Sales Agent and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact the other Indemnified Parties (each, an "Indemnified Person"as defined below) harmless from and against any and all liabilitieslosses, claims, damages, obligations, losses, damages, penalties, actions, judgments, suitsawards, liabilities, costs, chargesexpenses and disbursements, and any and all actions suits proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to subpoena or otherwise (including Attorney Costs) including, without limitation, the costs, expenses and disbursements, as and when incurred, of any kind investigating, preparing, pursuing or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against defending any such Person action, suit, proceeding or investigation (whether or not in connection with litigation in which any way Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to or to, based upon, arising out of this Agreement or any document contemplated by or referred to hereinof, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with this Agreement, including, without limitation, any act or omission by the Sales Agent in connection with its acceptance of or the foregoingperformance or non-performance of its obligations under the Agreement, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including with respect to any investigationagency agreement), litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out the enforcement by the Sales Agent of this its rights under the Agreement or these indemnification provisions, except to the Specified Swap Contracts or the Loans or the use extent that any such Losses are found in a final judgment by a court of the proceeds thereof, whether or competent jurisdiction (not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall subject to further appeal) to have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with this Agreement for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Person. The agreements Party’s gross negligence or willful misconduct This indemnity agreement will be in this Section shall survive payment of all other Obligationsaddition to any liability that the Company otherwise might have.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related PersonsBank, and each Bank Affiliate, and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Letter of Credit Obligations, expiration of the Standby Letters of Credit, and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankContracts) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or Agreement, the Specified Swap Contracts Contracts, or the Standby Letters of Credit, the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated ----------------------- hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") " harmless from and against any and all withholding taxes ------------------ levied by any taxing jurisdiction in respect of payments made hereunder or pursuant to any L/C-Related Document and any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment payment of the Loans and Obligations, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Issuing Bank) be imposed on, incurred by or asserted against any such Person in any way relating to activities of the Company resulting in environmental liabilities or the use, transportation or storage by the Company of hazardous substances or relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or Agreement, the Specified Swap Contracts or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no ----------------------- -------- obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, Persons and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Administrative Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); provided, PROVIDED that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive the termination of this Agreement and the payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions ----------------------- contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank and each of its respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, ------------------ obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person as a result of any claim or threatened claim by a Person not party to this Agreement or by the Company (except for claims by the Company or against any Agent or a Bank that are successful on the merits as determined by a court of competent jurisdiction), in any case in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified ----------- Liabilities"); provided, provided that the Company shall have no obligation hereunder to ----------- -------- any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations; provided further that this Section 10.05 shall not be construed to expand the obligations of the Company to make payments to the Banks in the circumstances required under subsections 3.01, 3.02, 3.03, 3.04 or 3.05, it being understood and agreed that such subsections shall govern the rights and obligations of the Company and the Banks as to matters set forth therein, or to require the Company to compensate a Bank for any Indemnified Liability relating to its cost of funds for any Borrowing.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingproceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); provided, PROVIDED that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that if any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action is requested of it or any other Indemnified Party, for which such Agent-Related Person or such Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company in writing of such event; PROVIDED that failure to so notify the Company shall not affect the right of any Agent-Related Person or Lender to seek indemnification under this Section.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesObligations"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities Obligations 146 resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the each Lead Agent-, its Related Persons, Parties and each Bank Lender and each of its respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank harmless Provider and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact Related Parties (as defined below) (each, an "“Indemnified Person"Party”) harmless from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, judgmentsdamages and liabilities, suitsjoint or several, coststo which such Indemnified Party may become subject under any applicable statute, chargeslaw, expenses and disbursements (including Attorney Costs) of ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment or decree, made by any kind third party or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the terminationotherwise, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Consulting Services or other matters referred to in or contemplated by this Agreement or any document the performance by such Indemnified Party of the Consulting Services or other matters referred to or contemplated by this Agreement, and the Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for or referred to herein, defense of any pending or the transactions contemplated herebythreatening claim, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereoftherefrom, whether or not any such Indemnified Person Party is a party thereto (all thereto. The Company will not be liable under the foregoingforegoing indemnification provision to the extent that any loss, collectivelyclaim, the "Indemnified Liabilities"); provideddamage, that the Company shall liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 resulted from the gross negligence or willful misconduct of such Indemnified PersonParty. The agreements in reimbursement and indemnity obligations of the Company, under this Section 6 shall survive payment be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliate of all Provider and any Related Party or controlling persons (if any), as the case may be, of Provider and any such affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, Provider, any such affiliate and any such Related Party or other Obligationsperson.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the The Company shall indemnify, defend agrees to indemnify and hold harmless the Agent-Related PersonsInvestor, and each Bank and each of its respective partners, Affiliates, officers, directors, employeesemployees and duly authorized agents, counseland each Person or entity, agents and attorneys-in-fact if any, who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachcollectively, an the "Indemnified PersonCONTROLLING PERSONS") harmless ), from and against any loss, claim, damage, liability, costs and all liabilitiesexpenses (including, obligationswithout limitation, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses reasonable attorneys' fees and disbursements and costs and expenses of investigating and defending any such claim) (including Attorney Costscollectively, "DAMAGES"), joint or several, and any action or proceeding in respect thereof to which the Investor, its partners, affiliates, officers, directors, employees and duly authorized agents, and any Controlling Person, may become subject under the Securities Act or otherwise, as incurred, insofar as such Damages (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any kind Registration Statement, or nature whatsoever which may at in any time (including at preliminary prospectus, final prospectus, summary prospectus, amendment or supplement relating to the Registrable Securities or arises out of, or are based upon, any time following repayment of omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Loans statements therein under the circumstances not misleading, and termination of all Specified Swap Contracts shall reimburse the Investor and the terminationeach such Controlling Person, resignation or replacement of the Agent or replacement of for any Bank) be imposed on, legal and other expenses reasonably incurred by the Investor or asserted any such Controlling Person, as incurred, in investigating or defending or preparing to defend against any such Person in any way relating to Damages or arising out of this Agreement actions or any document contemplated by or referred to hereinproceedings; PROVIDED, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); providedHOWEVER, that the Company shall have no obligation hereunder not be liable (i) to the extent that any Indemnified Person such Damages arise out of the Investor's (or any other indemnified Person's) failure to send or give a copy of the final prospectus or supplement (as then amended or supplemented) to the persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus or supplement; (ii) to the extent that any such Damages arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with respect written information furnished to Indemnified Liabilities resulting solely 74 126 from the gross negligence Company by or willful misconduct on behalf of the Investor or any other person who participates as an underwriter in the offering or sale of such Indemnified Person. The agreements securities, in this Section shall survive payment either case, specifically stating that it is for use in the preparation thereof; or (iii) to the extent any such Damages arise out of all other Obligationsthe sale by the Investor of Registrable Securities during a Blackout Period.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Advances, termination of all Specified Swap Contracts and the Commitments, or the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereinOperative Document, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Bankruptcy or Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans Advances or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. The Agent and the Banks acknowledge and agree that, to the extent the Indemnified Liabilities include or represent compensation for principal or interest on the Advances, the Agent and the Banks shall be entitled to payment thereof under the Indenture as and to the same extent that the Indenture provides for payment of such principal and interest on the Advances in question.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, Holdings and the Company Company, jointly and severally, shall indemnify, defend and hold the Agent-Related Persons, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that Holdings and the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions ----------------------- contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, ------------------ obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); ----------------------- provided, that the Company shall have no obligation hereunder to any Indemnified -------- Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any -77- Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities liabilities resulting solely 74 126 from the gross negligence or willful misconduct misfeasance or nonfeasance of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold each of the Agent-Related Persons, and each Bank Bank, and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the an Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend defend, and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, each Agent and each Bank Lender and each of its their respective Affiliates, officers, directors, employees, counsel, agents agents, investment advisers, trustees and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (excluding costs and expenses specifically referred to in Section 11.4) which may at any time (including including, at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceedingproceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that in the event that any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action which is requested of it or any other Indemnified Person, for which any Agent-Related Person or Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company in writing of such event; provided that failure to so notify the Company shall not affect the right of any Agent-Related Person or Lender to seek indemnification under this Section.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankLoans) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); providedPROVIDED, that THAT the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and its affiliates, each Bank and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costsattorneys fees and disbursements, which attorneys may be employees of such Indemnified Person) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Indemnified Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to (a) Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person, (b) disputes amongst the Banks and/or the Banks and the Agent, (c) litigation between the Company and the Agent and/or the Banks where the Company is the prevailing party on the merits pursuant to a final non-appealable order or (d) expenses of the type described in Section 11.3(a) to the extent incurred by a Person other than the Agent. The agreements in this Section shall survive payment of all other Obligationsobligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment the termination of the Loans and termination Letters of all Specified Swap Contracts Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereinL/C Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); providedPROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts Obligations and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans BAs or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the each Lead Agent-, its Related Persons, Parties and each Bank Lender and each of its respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "“Indemnified Person"”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit or the Commitments and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "“Indemnified Liabilities"”); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, the Arranger, and each Bank Lender and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); providedPROVIDED, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related PersonsBank, and each Bank Affiliate of the Bank, and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and L/C Obligations, expiration of the Letters of Credit, and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankContracts) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or Agreement, the Specified Swap Contracts Contracts, or the Letters of Credit, the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions ----------------------- contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, ------------------ obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in favor of any third-party in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall ----------------------- -------- have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related PersonsBank, and each Bank the Bank's Affiliates and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, claims, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankLoans) be imposed on, incurred by or asserted against any such Person arising out of any demand made on or claim asserted against an Indemnified Person in any way relating to or arising out of this Agreement Agreement, the Transaction, the other Documents or any document contemplated by or referred to hereintherein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereofTransaction, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 to the extent they are found by a final decision of a court of competent jurisdiction or in binding arbitration to have resulted primarily from the gross negligence or willful misconduct of or from materially misleading information relating to and provided in writing by such Indemnified Person. The agreements in this Section and in Section 9.04 shall survive the termination of the Commitment and the payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Administrative Agent, the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "“Indemnified Person"”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereinLoan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Indemnified Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "“Indemnified Liabilities"”); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to (a) items of the types described in subsection 11.4(a) for which the Company is obligated to indemnify only Bank of America and its affiliates (including the Arranger) or (b) Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person, from the breach by such Indemnified Person of Section 11.9 or from disputes among the Banks. The agreements in this Section 11.5 shall survive payment of all other Obligations. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnified Person have any liability for any indirect, consequential, special or punitive damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.5 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive payment the resignation of the Administrative Agent, the replacement of any Bank and the repayment, satisfaction or discharge of all other Obligations.

Company Indemnification. (a) Whether or not the transactions ----------------------- contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, ------------------- obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person as a result of any claim or threatened claim by a Person not party to this Agreement or by the Company (except for claims by the Company or against any Agent or a Bank that are successful on the merits as determined by a court of competent jurisdiction), in any case in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified ----------- Liabilities"); provided, provided that the Company shall have no obligation hereunder to ----------- -------- any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations; provided further that this Section 10.05 shall not be construed to expand the obligations of the Company to make payments to the Banks in the circumstances required under subsections 3.01, 3.02, 3.03, 3.04 or 3.05, it being understood and agreed that such subsections shall govern the rights and obligations of the Company and the Banks as to matters set forth therein, or to require the Company to compensate a Bank for any Indemnified Liability relating to its cost of funds for any Borrowing.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letter of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.gross

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereinLoan Document, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Indemnified Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section 9.4 shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend indemnify and hold harmless the Agent-Related Persons, and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified PersonINDEMNIFIED PERSON") harmless ), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); provided, PROVIDED that (a) the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified PersonPerson and (b) the Company shall not be liable to any Indemnified Person for any such loss, claim, damage, liability or expense to the extent caused by or relating to any legal proceedings commenced against any Indemnified Person by any security holder, depositor or creditor of such Indemnified Person or his or her employer arising out of and based upon rights afforded any such security holder, depositor or creditor solely in its capacity as such. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the ----------------------- transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Administrative Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all ------------------ liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the ----------------------- -------- Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross 83 91 negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive the termination of this Agreement and the payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummatedWHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, the The Company shall indemnify, defend indemnify and hold the Administrative Agent-Related Persons, and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents Administrative Agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts AND THE L/c OBLIGATIONS and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated herebyhereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or Agreement, the Loans OR THE lETTERS OF CREDIT or the use of ANY OF the proceeds thereof, WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PERSON, AND whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that (i) the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person AS FINALLY DETERMINED IN A NON-APPEALABLE DECISION BY A COURT OF COMPETENT JURISDICTION (BUT, except as set forth in (ii) IMMEDIATELY FOLLOWING, THE OBLIGATION SHALL APPLY TO THE NEGLIGENCE OF THE INDEMNIFIED PERSON) and (ii) the Company shall have no obligation hereunder to any Indemnified Person arising from a breach of this Agreement by the Administrative Agent or such Indemnified Person, which breach shall have been found BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE DECISION, to have resulted from the negligence or misconduct of the Administrative Agent or such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereinLoan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all -74- 82 the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section 11.05 shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related PersonsBank, and each Bank of its Affiliates, and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any BankLoans) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Administrative Agent-Related Persons, Persons and each Bank Lender and each of its their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any BankLender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, provided that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive the termination of this Agreement and the payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. (a) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "“Indemnified Person"”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Loans, the termination of all Specified Swap Contracts the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereinLoan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts Loans or the Loans Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "“Indemnified Liabilities"”); provided, that the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely 74 126 from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.