Common use of Indemnification of Agents Clause in Contracts

Indemnification of Agents. Each Bank agrees to indemnify each Agent (to the extent not reimbursed under Section 12.04 or under the applicable provisions of any other Loan Document, but without limiting the obligations of Borrower under Section 12.04 or such provisions), for its Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

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

Indemnification of Agents. Each Bank agrees to indemnify each Agent (to the extent not reimbursed under Section 12.04 12.03 or under the applicable provisions of any other Loan Document, but without limiting the obligations of Borrower under Section 12.04 12.03 or such provisions), for its Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.0412.03) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (of the party to be indemnified as finally determined by a court of competent jurisdiction) jurisdiction in a final, non-appealable judgment; provided, further, that no action taken in accordance with the directions of the party Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to be indemnifiedconstitute gross negligence or willful misconduct for purposes of this Section, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

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

Indemnification of Agents. Each Bank agrees to indemnify each Agent (to the extent such Agent (or any sub-agent thereof) is not reimbursed under Section 12.04 or under the applicable provisions of any other Loan Document, but without limiting the obligations of Borrower under Section 12.04 or such provisions), for its Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agents. Each Bank agrees The Lenders agree to indemnify each of the Agent and the Servicing Agent (to the extent not reimbursed under Section 12.04 15.03 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of Borrower the Borrowers under Section 12.04 15.03 or such provisions), ratably in accordance with the aggregate unpaid principal amount of the Loans made by the Lenders (without giving effect to any participations, in all or any portion of such Loans, sold by them to any other Person) (or, if no Loans are at the time outstanding, ratably in accordance with their respective Revolving Credit Commitment), for its Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such either the Agent or the Servicing Agent in any way relating to or arising out of the performance or non-performance of such Agent's duties under this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is the Borrowers are obligated to pay under Section 12.04) 15.03 or under the applicable provisions of any other Loan Facility Document including, after a Default or Event of Default has occurred, extraordinary administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank Lender shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party Agent to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agents. Each Bank agrees to Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent Agent-Related Person (to the extent not reimbursed under Section 12.04 by or under the applicable provisions on behalf of any other Loan Document, but Credit Party and without limiting the obligations obligation of Borrower under Section 12.04 or such provisionsany Credit Party to do so), for its Pro Rata Share of Rata, and hold harmless each Agent-Related Person from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, Indemnified Liabilities incurred by or asserted against such Agent in any way relating to or arising out of this Agreementit; PROVIDED, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (includingHOWEVER, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank Lender shall be liable for (1) the payment to any Agent-Related Person of the foregoing any portion of such Indemnified Liabilities to the extent they arise from the gross negligence or willful misconduct (as finally determined in a final, nonappealable judgment by a court of competent jurisdiction) of the party jurisdiction to be indemnifiedhave resulted from such Agent- Related Person's own gross negligence or willful misconduct; PROVIDED, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with BorrowerHOWEVER, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 8.07. Without limitation of the foregoing, each Lender shall reimburse any Agent upon demand for its ratable share of any costs or out-of- pocket expenses (including Attorney Costs) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The agreements undertaking in this Section 8.07 shall survive termination of the Commitments, the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents Obligations and the termination resignation of this Agreementthe Agents.

Indemnification of Agents. (a) Each Bank Lender agrees to indemnify each and defend the Agent Indemnitees (to the extent not reimbursed by Borrowers under Section 12.04 or under the applicable provisions of any other Loan Documentthis Agreement, but without limiting the obligations indemnification obligation of Borrower Borrowers under Section 12.04 or such provisionsthis Agreement), for its on a Pro Rata Share basis, and to hold each of the Agent Indemnitees harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever Claims which may be imposed on, incurred by or asserted against such any of the Agent Indemnitees in any way relating related to or arising out of this Agreement, Agreement or any of the other Loan Document DIP Financing Documents or any other documents document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, including the costs and expenses which Borrower is Borrowers are obligated to pay under Section 12.04SECTION 13.5 hereof or amounts Agent may be called upon to pay in connection with any lockbox or Blocked Account arrangement contemplated hereby) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; documents, provided that no Bank Lender shall be liable to any Agent Indemnitee for (1) any of the foregoing to the extent that they arise result solely from the willful misconduct or gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this AgreementIndemnitee.

Indemnification of Agents. Each Bank agrees to indemnify each Agent (to the extent not reimbursed under Section 12.04 or under the applicable provisions of any other Loan Document, but without limiting the obligations of Borrower under Section 12.04 or such provisions), for its Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without ​ limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agents. Each Bank agrees to Whether or not the transactions contemplated hereby are consummated, the Banks shall indemnify each Agent upon demand the Agent-Related Persons (to the extent not reimbursed under Section 12.04 by or under on behalf of the applicable provisions of any other Loan Document, but Funds and without limiting the obligations obligation of Borrower under Section 12.04 or such provisionsthe Funds to do so), for its Pro Rata Share of pro rata, from and against any and all liabilitiesIndemnified Liabilities; provided, obligationshowever, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing payment to the extent they arise Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from the such Person's gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnifiedmisconduct; provided, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrowerfurther, and that no action taken in accordance with the written directions of the Required Majority Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Bank shall reimburse the Administrative Agent or the Operations Agent, as the case may be, upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent or the Operations Agent, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Credit Document or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Operations Agent, as the case may be, is not reimbursed for such expenses by or on behalf of the Funds. The agreements undertaking in this Section shall survive the payment of the Loans and all other amounts payable Obligations hereunder or under the other Loan Documents and the termination resignation or replacement of this Agreementthe Administrative Agent or the Operations Agent, as the case may be.

Indemnification of Agents. Each Bank agrees to To the ex- tent the Agents are not reimbursed and indemnified by the Credit Parties, each Lender will reimburse and indemnify (i) each Agent (Ap- propriate Co-Agent, ratably according to the extent not reimbursed under Section 12.04 or respective principal amounts of the Loans and participations in Letters of Credit outstanding by each Lender under the applicable provisions Facilities administered by such Agent of any other Loan Documentwhich such Lender is a part (or if no amounts are outstanding, but without limiting ratably in accordance with their respective Commitments under the obligations Facilities administered by such Agent of Borrower under Section 12.04 or which such provisionsLender is a part), and (ii) the Collateral Agent, ratably according to the respective amounts of the Loans and Letters of Credit outstanding under all Facilities (or if no amounts are outstanding, ratably in accordance with the Total Commitments), in either case, for its Pro Rata Share of and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind and or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein Agreement or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instrumentsCredit Documents; provided that no Bank Lender shall be liable to any Agent for (1) any portion of the foregoing to the extent they arise such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreementmisconduct.

Indemnification of Agents. Each Bank agrees to indemnify each Agent (to the extent not reimbursed under Section 12.04 or under the applicable provisions of any other Loan Document, but without limiting the obligations of Borrower under Section 12.04 or such provisions), for its Pro Rata ​ 107 Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agents. (a) Each Bank Lender agrees to indemnify each and defend the Agent Indemnitees (to the extent not reimbursed by Borrowers under Section 12.04 or under the applicable provisions of any other Loan Documentthis Agreement, but without limiting the obligations indemnification obligation of Borrower Borrowers under Section 12.04 or such provisionsthis Agreement), for its on a Pro Rata Share basis, and to hold each of the Agent Indemnitees harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever Claims which may be imposed on, incurred by or asserted against such any of the Agent Indemnitees in any way relating related to or arising out of this Agreement, Agreement or any of the other Loan Document Financing Agreements or any other documents document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, including the costs and expenses which Borrower is Borrowers are obligated to pay under Section 12.04SECTION 13.5 hereof or amounts Agent may be called upon to pay in connection with any lockbox or Blocked Account arrangement contemplated hereby) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; documents, provided that no Bank Lender shall be liable to any Agent Indemnitee for (1) any of the foregoing to the extent that they arise result solely from the willful misconduct or gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this AgreementIndemnitee.

Indemnification of Agents. Each Bank agrees The Lenders hereby agree to indemnify each Agent the Agents, the L/C Issuer and any Related Party, as the case may be (to the extent not reimbursed under Section 12.04 or under by the applicable provisions of any other Loan Document, but Parties and without limiting the obligations of Borrower under Section 12.04 or such provisionsLoan Parties hereunder), for its Pro Rata Share of ratably according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever which that may be imposed on, incurred by by, or asserted against such Agent any Agent, the L/C Issuer or any Related Party in any way relating to or arising out of this Agreement, Agreement or any other Loan Document or any other documents contemplated action taken or omitted to be taken by or referred to herein or the transactions contemplated hereby or thereby (including, without limitationany Agent, the costs and expenses which Borrower is obligated to pay under Section 12.04) L/C Issuer or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instrumentsRelated Party in connection therewith; provided provided, that no Bank Lender shall be liable for (1) any portion of the foregoing to the extent they arise such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent’s, L/C Issuer’s or other Related Party’s gross negligence or willful misconduct (as finally determined by a final and nonappealable judgment of a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no . Except for action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans Administrative Agent and all other amounts payable Collateral Agent hereunder or and under the other Loan Documents Documents, each of Administrative Agent and the termination Collateral Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under this AgreementSection 9.14 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.