Common use of Agent's Indemnity Clause in Contracts

Agent's Indemnity. None of the Agents shall be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement or the Loans or Notes unless indemnified to such Agent’s satisfaction by the Banks against loss, cost, liability, and expense. If any indemnity furnished to such Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly agree to indemnify the Administrative Agent (to the extent not reimbursed by the Company), ratably according to the respective principal amounts of the Committed Loans then held by each of them (or if no Committed Loans are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the Commitments have terminated, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall be disregarded in the calculation), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or 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 or any action taken or omitted by such Agent under this Agreement or the other Loan Papers (including, without limitation, any action taken or omitted under ARTICLE II of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from such Agent’s fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Loan Papers to the extent that such Agent is not reimbursed for such expenses by the Company. The provisions of this Section 8.5 shall survive the termination of this Agreement and/or the payment or assignment of any of the Loans or Notes.

Agent's Indemnity. None of the Agents shall be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement or the Loans or Notes unless indemnified to such Agent’s satisfaction by the Banks against loss, cost, liability, and expense. If any indemnity furnished to such Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly agree to indemnify the Administrative Agent (to the extent not reimbursed by the Company), ratably according to the respective principal amounts of the Committed Loans then held by each of them (or if no Committed Loans are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the Commitments have terminated, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.222.23, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall be disregarded in the calculation), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or 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 or any action taken or omitted by such Agent under this Agreement or the other Loan Papers (including, without limitation, any action taken or omitted under ARTICLE II of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from such Agent’s fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Loan Papers to the extent that such Agent is not reimbursed for such expenses by the Company. The provisions of this Section 8.5 shall survive the termination of this Agreement and/or the payment or assignment of any of the Loans or Notes.

Agent's Indemnity. None of the Agents (a) The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement Agreement, the Notes, the Swing Line Note or the Loans or Notes any other Loan Document unless indemnified to such the Agent’s 's satisfaction by the Banks and the Swing Line Bank against loss, cost, liability, liability and expense. If any indemnity furnished to such the Agent shall become impaired, it the Agent may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly and the Swing Line Bank agree to indemnify the Administrative Agent (to the extent not reimbursed by the CompanyBorrowers), ratably according to the respective aggregate principal amounts of the Committed Loans Notes and the Swing Line Note then held by each of them (or if no Committed Loans Notes are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the no Commitments have terminatedare outstanding, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall time the Commitments ceased to be disregarded in the calculationoutstanding), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such the Agent (or either of them) in any way relating to or arising out of this Agreement or any action taken or omitted by such the Agent under this Agreement or Agreement, the Notes, the Swing Line Note and the other Loan Papers Documents (including, without limitation, including any action taken or omitted under ARTICLE Article II of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from such Agent’s fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligence. Without limitation of the foregoing, each Bank and the Swing Line Bank agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses 104 106 (including reasonable counsel fees) incurred by such the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement Agreement, the Notes, the Swing Line Note and the other Loan Papers Documents to the extent that such the Agent is not reimbursed for such expenses by the CompanyBorrowers. The provisions of this Section 8.5 12.4 shall survive the termination of this Agreement Agreement, the payment of the Loans and/or the payment or assignment of any of the Loans or NotesNotes and the Swing Line Note.

Agent's Indemnity. None of the Agents (a) The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement Agreement, the Notes, the Swing Line Note or the Loans or Notes any other Loan Document unless indemnified to such the Agent’s 's satisfaction by the Banks and the Swing Line Bank against loss, cost, liability, liability and expense. If any indemnity furnished to such the Agent shall become impaired, it the Agent may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly and the Swing Line Bank agree to indemnify the Administrative Agent (to the extent not reimbursed by the CompanyBorrowers), ratably according to the respective aggregate principal amounts of the Committed Loans Notes and the Swing Line Note then held by each of them (or if no Committed Loans Notes are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the no Commitments have terminatedare outstanding, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall time the Commitments ceased to be disregarded in the calculationoutstanding), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such the Agent (or either of them) in any way relating to or arising out of this Agreement or any action taken or omitted by such Agent under this Agreement or the other Loan Papers (including, without limitation, any action taken or omitted under ARTICLE II of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from such Agent’s fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Loan Papers to the extent that such Agent is not reimbursed for such expenses by the Company. The provisions of this Section 8.5 shall survive the termination of this Agreement and/or the payment or assignment of any of the Loans or Notes.this

Agent's Indemnity. None of the Agents shall be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement or the Loans or Notes unless indemnified to such Agent’s satisfaction by the Banks against loss, cost, liability, and expense. If any indemnity furnished to such Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly agree to indemnify the Administrative Paying Agent (to the extent not reimbursed by the Company), ratably according to the respective principal amounts of the Committed Loans then held by each of them (or if no Committed Loans are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the Commitments have terminated, the respective amounts of the Commitments immediately prior to such termination); provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall be disregarded in the calculation), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or 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 or any action taken or omitted by such Agent under this Agreement or the other Loan Papers (including, without limitation, any action taken or omitted under ARTICLE Article II of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from such Agent’s fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Administrative Paying Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Loan Papers to the extent that such Agent is not reimbursed for such expenses by the Company. The provisions of this Section 8.5 shall survive the termination of this Agreement and/or the payment or assignment of any of the Loans or Notes.

Agent's Indemnity. None of (a) The Agent shall not be required, insofar as the Agents shall be required Lenders are concerned, to take any action hereunder or to prosecute or defend any suit in respect of this Agreement Agreement, the Notes or the Loans or Notes any other Loan Document unless indemnified to such the Agent’s satisfaction by the Banks Lenders against loss, cost, liability, liability and expense. If any indemnity furnished to such the Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the CompanyBorrower), ratably according to the respective aggregate principal amounts of the Committed Loans Notes then held by each of them (or if no Committed Loans Notes are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the Commitments have terminated, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall be disregarded in the calculationTotal Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever whosoever which may be imposed on, incurred by, or asserted against such the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent (in such Agent capacity) under this Agreement or Agreement, the Notes and the other Loan Papers (including, without limitation, any action taken or omitted under ARTICLE II of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from such Agent’s fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligenceDocuments. Without limitation of the foregoing, each Bank Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement Agreement, the Notes and the other Loan Papers Documents to the extent that such the Agent is not reimbursed for such expenses by the CompanyBorrower. The provisions of this Section 8.5 10.05(a) shall survive the termination of this Agreement Agreement, the payment of the Obligations and/or the payment or assignment of any of the Loans or Notes.

Agent's Indemnity. None of the Agents shall be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement or the Loans or Notes unless indemnified to such Agent’s 's satisfaction by the Banks against loss, cost, liability, and expense. If any indemnity furnished to such Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly agree to indemnify the Administrative Agent (to the extent not reimbursed by the Company), ratably according to the respective principal amounts of the Committed Loans then held by each of them (or if no Committed Loans are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the Commitments have terminated, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall be disregarded in the calculation), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or 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 or any action taken or omitted by such Agent under this Agreement or the other Loan Papers (including, without limitation, any action taken or omitted under ARTICLE Article II of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from such Agent’s 's fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.57.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s 's ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Loan Papers to the extent that such Agent is not reimbursed for such expenses by the Company. The provisions of this Section 8.5 7.5 shall survive the termination of this Agreement and/or the payment or assignment of any of the Loans or Notes.

Agent's Indemnity. None of the Agents Each Bank agrees (which agreement shall be required to take survive any action hereunder or to prosecute or defend any suit in respect termination of this Agreement or the Loans or Notes unless indemnified to such Agent’s satisfaction by the Banks against loss, cost, liability, and expense. If any indemnity furnished to such Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly agree Agreement) to indemnify the Administrative Agent (to the extent not reimbursed by the Company)Agent, ratably pro rata according to the respective principal amounts of the Committed Loans then held by each of them (or if no Committed Loans are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the Commitments have terminated, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall be disregarded in the calculation)'s Percentage Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against such the Agent in any way relating to or arising out of this Agreement Agreement, the Notes, or any action taken other loan documents, whether or omitted by such not the same are based upon negligence, breach of contract, tort, piercing or "alter ego" theories, breach of any duty, breach of trust, violation of any law, or otherwise, including, without limitation, the reimbursement of the Agent under this Agreement or the other Loan Papers for all out-of-pocket costs and expenses (including, without limitation, attorneys' fees) incurred by the Agent hereunder or in connection herewith or in enforcing the obligations of the Borrower under this Agreement or any action taken or omitted under ARTICLE II of this Agreement)other loan documents, in all cases as to which the Agent is not reimbursed by the Borrower; provided provided, however, that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting determined by a court of competent jurisdiction in a final proceeding to have resulted solely and directly from such the Agent’s fraud, 's gross negligence or willful misconduct. Each Bank agreesThe Agent shall not be required to take any action hereunder or under any other loan documents or any other document or instrument, howeveror to prosecute or defend any suit in respect of this Agreement or any other loan documents or any other document or instrument, that unless it expressly intends, under this Section 8.5, is indemnified to indemnify each Agent ratably as aforesaid for its satisfaction by the Banks against all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits or other costs, expenses, and expenses or disbursements arising out of any kind or resulting from such Agent’s ordinary or contributory negligencenature. Without limitation If any indemnity in favor of the foregoingAgent shall, each Bank agrees in its judgment or in the judgment of its counsel, become impaired, the Agent may call for additional indemnity and cease to reimburse do the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by acts indemnified against until such Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Loan Papers to the extent that such Agent additional indemnity is not reimbursed for such expenses by the Company. The provisions of this Section 8.5 shall survive the termination of this Agreement and/or the payment or assignment of any of the Loans or Notesgiven.

Agent's Indemnity. None of the Agents No Agent shall be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement (including the Guaranty) or the Loans or Notes unless indemnified to such Agent’s 's satisfaction by the Banks against loss, cost, liability, liability and expense. If any indemnity furnished to such Agent shall become impaired, it such Agent may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly agree to indemnify the Administrative each Agent (to the extent not reimbursed by the CompanyBorrower), ratably according to the respective principal amounts of the Committed Loans Notes then held by each of them (or if no Committed Loans Notes are at the time outstanding, ratably according to either (i) the respective amounts amount of their Commitments, or (ii) if the no Commitments have terminatedare outstanding, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall time the Commitments ceased to be disregarded in the calculationoutstanding), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or 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 Agreement, the Guaranty or any action taken or omitted by such Agent under this Agreement Agreement, the Guaranty or the other Loan Papers Notes (including, without limitation, including any action taken or omitted under ARTICLE Article II of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements resulting from such Agent’s fraud, 's gross negligence or willful misconduct. Each Bank agreesEACH BANK AGREES, howeverHOWEVER, that it expressly intendsTHAT IT EXPRESSLY INTENDS UNDER THIS SECTION 7.05, under this Section 8.5TO INDEMNIFY EACH AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, to indemnify each Agent ratably as aforesaid for all such liabilitiesOBLIGATIONS, obligationsLOSSES, lossesDAMAGES, damagesPENALTIES, penaltiesACTIONS, actionsJUDGMENTS, judgmentsSUITS, suitsCOSTS, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Loan Papers to the extent that such Agent is not reimbursed for such expenses by the Company. The provisions of this Section 8.5 shall survive the termination of this Agreement and/or the payment or assignment of any of the Loans or NotesEXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM SUCH AGENT'S SOLE OR CONTRIBUTORY NEGLIGENCE.

Agent's Indemnity. None Neither Agent nor any director, officer, employee, attorney, agent or representative of Agent shall be liable to any Purchaser for any action taken or omitted to be taken by it or them hereunder or under any Related Agreement, except for damages caused by its or their own gross negligence or willful misconduct, nor shall Agent be responsible for the validity, effectiveness or sufficiency of any Related Agreement or of any document or security furnished pursuant thereto or hereto. Without limiting the generality of the Agents foregoing, Agent: (a) may treat the payee of any Note as Purchasers thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to Agent; (b) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be required to take liable for any action hereunder taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Purchaser except as set forth in this Agreement and shall not be responsible to any Purchaser for any statements, warranties or representations made in or in connection with the Related Agreements; (d) shall not have any duty to ascertain or to prosecute inquire as to the performance or defend observation of any suit of the terms, covenants or conditions of this Agreement or the Related Agreements or to inspect the Collateral (including the books and records); (e) shall not be responsible to any Purchasers for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Related Agreements or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or the Loans Related Agreements by acting upon any notice, consent, certificate or Notes unless indemnified other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to such Agent’s satisfaction be genuine and signed or sent by the Banks against loss, cost, liability, and expenseproper party or parties. If any indemnity furnished to such Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly Purchasers agree to indemnify the Administrative Agent (to the extent not reimbursed by the Company)Agent, ratably according to the their respective principal amounts pro rata shares of the Committed Loans then held by each of them (or if no Committed Loans are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the Commitments have terminated, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall be disregarded in the calculation)Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of this Agreement or any action taken or omitted by such Agent under this Related Agreement or the other Loan Papers (including, without limitation, any action taken or omitted under ARTICLE II of this Agreement)to be taken by Agent in connection herewith or therewith; provided provided, that no Bank Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements resulting from such Agent’s fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligence. Without limitation of limiting the foregoing, each Bank Purchaser agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection with the preparation, execution, 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 and the other Loan Papers to the extent that such Agent is not reimbursed for such expenses by the Company. The provisions of this Section 8.5 shall survive the termination of this Agreement and/or the payment or assignment of any of the Loans or Noteseach Related Agreement.

Agent's Indemnity. None of (a) The Agent shall not be required, insofar as the Agents shall be required Lenders are concerned, to take any action hereunder or to prosecute or defend any suit in respect of this Agreement Agreement, the Notes or the Loans or Notes any other Loan Document unless indemnified to such the Agent’s 's satisfaction by the Banks Lenders against loss, cost, liability, liability and expense. If any indemnity furnished to such the Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Company), ratably according to the respective aggregate principal amounts of the Committed Loans Notes then held by each of them (or if no Committed Loans Notes are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the Commitments have terminated, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall be disregarded in the calculationTotal Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever whosoever which may be imposed on, incurred by, or asserted against such the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent (in such Agent capacity) under this Agreement or Agreement, the Notes and the other Loan Papers (including, without limitation, any action taken or omitted under ARTICLE II of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from such Agent’s fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligenceDocuments. Without limitation of the foregoing, each Bank Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement Agreement, the Notes and the other Loan Papers Documents to the extent that such the Agent is not reimbursed for such expenses by the Company. The provisions of this Section 8.5 10.05(a) shall survive the termination of this Agreement Agreement, the payment of the Obligations and/or the payment or assignment of any of the Loans or Notes.

Agent's Indemnity. None of the Agents (a) The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement Agreement, the Notes, the Swing Line Note or the Loans or Notes any other Loan Document unless indemnified to such the Agent’s 's satisfaction by the Banks and the Swing Line Bank against loss, cost, liability, liability and expense. If any indemnity furnished to such the Agent shall become impaired, it the Agent may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly and the Swing Line Bank agree to indemnify the Administrative Agent (to the extent not reimbursed by the CompanyBorrowers), ratably according to the respective aggregate principal amounts of the Committed Loans Notes and the Swing Line Note then held by each of them (or if no Committed Loans Notes are at the time outstanding, ratably according to either (i) the respective amounts Pro Rata Share of their Total Commitments, or (ii) if the no Commitments have terminatedare outstanding, the respective amounts Pro Rata Share of the Total Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall time the Total Commitments ceased to be disregarded in the calculationoutstanding), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such the Agent (or either of them) in any way relating to or arising out of this Agreement or any action taken or omitted by such the Agent under this Agreement, the Notes, the Second Amended and Restated Revolving Credit Agreement or 104 106 Swing Line Note and the other Loan Papers Documents (including, without limitation, including any action taken or omitted under ARTICLE Article II of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from such Agent’s fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligence. Without limitation of the foregoing, each Bank and the Swing Line Bank agrees to reimburse the Administrative Agent promptly upon demand for its ratable share respective Pro Rata Share of the Total Commitments of any out-of-pocket expenses (including reasonable counsel fees) incurred by such the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement Agreement, the Notes, the Swing Line Note and the other Loan Papers Documents to the extent that such the Agent is not reimbursed for such expenses by the CompanyBorrowers. The provisions of this Section 8.5 12.4 shall survive the termination of this Agreement Agreement, the payment of the Loans and/or the payment or assignment of any of the Loans or NotesNotes and the Swing Line Note.

Agent's Indemnity. None of the Agents (a) The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement Agreement, the Notes or the Loans or Notes any other Loan Document unless indemnified to such the Agent’s 's satisfaction by the Banks Lenders against loss, cost, liability, liability and expense. If any indemnity furnished to such the Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks severally but not jointly Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the CompanyCompany or any other Loan Party), ratably according to the respective aggregate principal amounts of the Committed Loans Notes then held by each of them (or if no Committed Loans Notes are at the time outstanding, ratably according to either (i) the respective amounts of their Commitments, or (ii) if the no Commitments have terminatedare outstanding, the respective amounts of the Commitments immediately prior to such termination; provided that, in the case of Section 2.22, when a Defaulting Bank shall exist, any such Defaulting Bank’s Commitment shall time the Commitments ceased to be disregarded in the calculationoutstanding), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by such the Agent under this Agreement or Agreement, the Notes and the other Loan Papers Documents (including, without limitation, including any action taken or omitted under ARTICLE II Article II, Article III or Article IV of this Agreement); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from such Agent’s fraud, gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 8.5, to indemnify each Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements arising out of or resulting from such Agent’s ordinary or contributory negligence. Without limitation of the foregoing, each Bank Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement Agreement, the Notes and the other Loan Papers Documents to the extent that such the Agent is not reimbursed for such expenses by the Companya Loan Party. The provisions of this Section 8.5 11.05 shall survive the termination of this Agreement Agreement, the payment of the Obligations and/or the payment or assignment of any of the Loans or Notes. 103 110 (b) NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL BE LIABLE UNDER THIS SECTION 11.05 TO THE AGENT FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS DUE TO THE AGENT RESULTING FROM THE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EACH LENDER AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 11.05, TO INDEMNIFY THE AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM THE AGENT'S ORDINARY SOLE OR CONCURRENT NEGLIGENCE.