Common use of Indemnification; Exoneration Clause in Contracts

Indemnification; Exoneration. (A) In addition to amounts payable as elsewhere provided in this Article III, each Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, the Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the Issuing Bank, to the extent resulting from its gross negligence or willful misconduct, or (ii) the failure of the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (B) As among the Borrowers, the Lenders, the Administrative Agent and the Issuing Bank, the Borrowers assume all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by any Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, the Issuing Bank nor any Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds 51

Indemnification; Exoneration. (Aa) In addition to amounts payable as elsewhere provided in this Article IIIAgreement, each the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, the Issuing Bank each Lender and each Issuing Lender from and against any and all liabilities and costs which the Administrative Agent, the any Lender or any Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the Issuing BankLender thereof, to the extent resulting from as a result of its gross negligence Gross Negligence or willful misconductmisconduct as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the Issuing Bank Lender of such Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (Bb) As among the BorrowersBorrower, the Lenders, the Administrative Agent Issuing Lenders and the Issuing BankAgent, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by any the Borrower at the time of request for any Letter of Credit, neither the Administrative AgentIssuing Lender of a Letter of Credit, the Issuing Bank nor any Lender Agent and the Lenders shall not be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewiththerewith as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of a Letter the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds 51thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit or the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Agent, the Issuing Lender of the Letter of Credit and the Lenders including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Lender's rights or powers under this SECTION 2.26.

Indemnification; Exoneration. In consideration of the execution and delivery of this Agreement by the Administrative Agent and the Banks, each Borrower, jointly and severally, will defend, indemnify, exonerate and hold harmless each Bank, the Fronting Bank, the Swingline Bank, the Administrative Agent, the Documentation Agent, the Syndication Agent and their affiliates and each of their respective officers, directors, stockholders, affiliates, trustees, employee and agents, and each other Person, if any, controlling such Bank or any of its affiliates (Aherein collectively called the "Indemnitees") In addition from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation reasonable counsel fees and disbursements incurred in the investigation and defense of claims and actions (herein collectively called the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of or relating to amounts payable as elsewhere provided the execution, delivery, performance or enforcement of this Agreement, the Notes, or any other Facility Document, or any instrument or document contemplated hereby or thereby by any of the Indemnitees, or the actual or proposed use of the proceeds of the Loans or by any act, event or transaction related or attendant thereto or contemplated hereby or thereby, or any action or inaction by any Indemnitee under or in this Article IIIconnection therewith, or the falseness of any representation or warranty made by or on behalf of a Borrower, except for any Indemnified Liabilities that are finally judicially determined to have resulted from any Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing may be unenforceable for any reason, each Borrower hereby agrees to protect, indemnify, pay make the maximum contribution to the payment and save harmless satisfaction of each of the Administrative AgentIndemnified Liabilities that is permissible under applicable law. The obligations of each Borrower under this Section 13.8 shall be in addition to any liability that such Borrower may otherwise have and shall survive the payment or prepayment in full or transfer of any Note, the Issuing Bank termination of the Banks' Commitments and each Lender from obligations hereunder and against any and all liabilities and costs which the Administrative Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance enforcement of any Letter of Credit other than, in the case of the Issuing Bank, to the extent resulting from its gross negligence provision hereof or willful misconduct, or (ii) the failure of the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (B) As among the Borrowers, the Lenders, the Administrative Agent and the Issuing Bank, the Borrowers assume all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by any Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, the Issuing Bank nor any Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds 51thereof.

Indemnification; Exoneration. In consideration of the execution and delivery of this Agreement by the Administrative Agent and the Banks, each Borrower, jointly and severally, will defend, indemnify, exonerate and hold harmless each Bank, the Fronting Bank, the Swingline Bank, the Administrative Agent, the Documentation Agent, the Syndication Agent and their affiliates and each of their respective officers, directors, stockholders, affiliates, trustees, employee and agents, and each other Person, if any, controlling such Bank or any of its affiliates (Aherein collectively called the "Indemnitees") In addition from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation reasonable counsel fees and disbursements incurred in the investigation and defense of claims and actions (herein collectively called the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of or relating to amounts payable as elsewhere provided the execution, delivery, performance or enforcement of this Agreement, the Notes, or any other Facility Document, or any instrument or document contemplated hereby or thereby by any of the Indemnitees, or the actual or proposed use of the proceeds of the Loans or by any act, event or transaction related or attendant thereto or contemplated hereby or thereby, or any action or inaction by any Indemnitee under or in this Article IIIconnection therewith, or the falseness of any representation or warranty made by or on behalf of a Borrower, except for any Indemnified Liabilities that are finally judicially determined to have resulted from the any Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing may be unenforceable for any reason, each Borrower hereby agrees to protect, indemnify, pay make the maximum contribution to the payment and save harmless satisfaction of each of the Administrative AgentIndemnified Liabilities that is permissible under applicable law. The obligations of each Borrower under this Section 13.8 shall be in addition to any liability that such Borrower may otherwise have and shall survive the payment or prepayment in full or transfer of any Note, the Issuing Bank termination of the Banks' Commitments and each Lender from obligations hereunder and against any and all liabilities and costs which the Administrative Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance enforcement of any Letter of Credit other than, in the case of the Issuing Bank, to the extent resulting from its gross negligence provision hereof or willful misconduct, or (ii) the failure of the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (B) As among the Borrowers, the Lenders, the Administrative Agent and the Issuing Bank, the Borrowers assume all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by any Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, the Issuing Bank nor any Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds 51thereof.

Indemnification; Exoneration. (Aa) In addition to amounts payable as elsewhere provided in consideration of the execution and delivery of this Article IIIAgreement by the Agent and the Banks, each Borrower hereby agrees to protectthe Borrowers jointly and severally will defend, indemnify, pay exonerate and save hold harmless the Administrative Agenteach Bank (whether acting as a Bank or in any other capacity), the Issuing Bank Agent and their Affiliates and each Lender of their respective officers, directors, stockholders, affiliates, trustees, employee and agents, and each other Person, if any, controlling such Bank or any of its Affiliates (herein collectively called the "Indemnitees") from and against any and all actions, causes of action, suits, losses, liabilities and costs which damages, and expenses in connection therewith, including without limitation reasonable counsel fees and disbursements incurred in the Administrative Agentinvestigation and defense of claims and actions (herein collectively called the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of or relating to the execution, delivery, performance or enforcement of this Agreement, the Issuing Bank Notes, or such Lender may incur any other Facility Document, or be subject to as a consequenceany instrument or document contemplated hereby or thereby by any of the Indemnitees, direct or indirectby any act, of (i) event or transaction related or attendant thereto or contemplated hereby or thereby, or any action or inaction by any Indemnitee under or in connection therewith, or the issuance falseness of any Letter of Credit other than, in the case representation or warranty made by or on behalf of the Issuing BankBorrowers or the Stockholder, except for any Indemnified Liabilities that are finally judicially determined to have resulted from the extent resulting from its any Indemnitee's gross negligence or willful misconduct, or (ii) and if and to the failure of extent that the Issuing Bank to honor a drawing under a Letter of Credit as a result of foregoing may be unenforceable for any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (B) As among the Borrowers, the Lenders, the Administrative Agent and the Issuing Bankreason, the Borrowers assume all risks hereby agree to make the maximum contribution to the payment and satisfaction of each of the acts -64- 71 Indemnified Liabilities that is permissible under applicable law. The obligations of the Borrowers under this Section 11.8 shall be in addition to any liability that the Borrowers may otherwise have and omissions of, shall survive the payment or misuse prepayment in full or transfer of such Letter of Credit byany Note, the beneficiary termination of the Bank's obligations hereunder and the enforcement of any Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by any Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, the Issuing Bank nor any Lender shall be responsible (in the absence of gross negligence provision hereof or willful misconduct in connection therewith): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds 51thereof.

Indemnification; Exoneration. (A) In addition to amounts payable as ----------------------------- elsewhere provided in this Article III, each the Borrower hereby agrees to protect, ----------- indemnify, pay and save harmless the Administrative Agent, the each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative Agent, the such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the such Issuing Bank, to the extent resulting from as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental ------- -------- Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (B) As among the BorrowersBorrower, the Lenders, the Administrative Agent and the each Issuing Bank, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letter Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by any the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, the any Issuing Bank nor any Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of a Letter the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds 51thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank's rights or powers under this Section ------- 3.10. ---- (C) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (D) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest ------------- hereunder, the termination of the Letters of Credit and the termination of this Agreement. 3.11

Indemnification; Exoneration. (A) In addition to amounts payable as ----------------------------- elsewhere provided in this Article III, each the Borrower hereby agrees to protect, ----------- indemnify, pay and save harmless the Administrative Agent, the each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative Agent, the such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the such Issuing Bank, to the extent resulting from as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental ------- -------- Authority (all such acts or omissions herein called “"Governmental Acts”"). (B) As among the BorrowersBorrower, the Lenders, the Administrative Agent and the each Issuing Bank, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letter Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by any the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, the any Issuing Bank nor any Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of a Letter the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds 51thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank's rights or powers under this Section ------- 3.10. ---- (C) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (D) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest ------------- hereunder, the termination of the Letters of Credit and the termination of this Agreement.