Common use of Indemnification by Lenders Clause in Contracts

Indemnification by Lenders. The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as applicable, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section shall survive payment in full of all Obligations.

Indemnification by Lenders. The Tranche A Lenders To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting the provisions of Section 2.14(a) or (andc), each Lender shall, and does hereby, agree severally to indemnify the Administrative Agent, and shall make payable in respect thereof within 10 days after demand therefor, (i) against any and all Taxes attributable to such Lender and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) in each case attributable to such Lender (collectively, solely for the purposes of this paragraph, “Tax Damages”) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective) (but only to the extent of their participations, if any, pursuant to Section 2.3(d), that the Tranche A-1 Lenders) agree to indemnify Borrower has not already indemnified the applicable Letter of Credit Issuer (to the extent not reimbursed by the Borrowers Administrative Agent for such Taxes and Tax Damages and without limiting the obligations obligation of the Borrowers hereunder) ratably Borrower to do so pursuant to and in accordance with their respective Tranche Section 2.14(c)), and (ii) Tax Damages attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register. A Pro Rata Shares certificate as to the amount of such payment or Tranche A-1 Pro Rata Shares, as applicable, for liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all liabilitiesamounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements any assignment of any kind and nature whatsoever that may be imposed on, incurred rights by, or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any replacement of, a Lender, the termination of the foregoing to Commitments and the extent it arises from the gross negligence repayment, satisfaction or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section shall survive payment in full discharge of all Obligationsother obligations.

Indemnification by Lenders. The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d2.3(f), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as applicable, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, or asserted against such the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such the Letter of Credit Issuer, to the extent that such the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section shall survive payment in full of all Obligations.

Indemnification by Lenders. (a) The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer Agent in its capacity as such (to the extent not reimbursed by the Borrowers Companies and without limiting the obligations obligation of the Borrowers hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata SharesCompanies to do so), as applicable, for from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements (including, without limitation, all Out-of-Pocket Expenses) of any kind and nature whatsoever that (including negligence on the part of the Agent) which may at any time be imposed on, incurred by, by or asserted against such Letter of Credit Issuer the Agent in any way relating to or arising out of this Financing Agreement or any Letter of Credit ancillary documents or any documents contemplated by or referred to herein or the transactions contemplated thereby hereby or any action taken or omitted by such Letter of Credit Issuer the Agent under any Letter of Credit or any Loan Document in connection therewithwith any of the foregoing; provided PROVIDED that no Lender shall be liable for the payment of any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Agent's gross negligence or willful misconduct misconduct. The agreements in this paragraph shall survive the payment of the Person Obligations. (b) The Agent will use its reasonable business judgment in handling the collection of the Accounts, enforcement of its rights hereunder and realization upon the Collateral but shall not be liable to the Lenders for any action taken or omitted to be indemnifiedtaken in good faith or on the written advice of counsel. Without limitation The Lenders expressly release the Agent from any and all liability and responsibility (express or implied), for any loss, depreciation of or delay in collecting or failing to realize on any Collateral, the foregoingObligations or any guaranties therefor and for any mistake, each Tranche A Lender omission or error in judgment in passing upon or accepting any Collateral or in making (and, or in failing to make) examinations or audits or for granting indulgences or extensions to the extent aforesaidCompanies, each Tranche A-1 Lender) agrees to reimburse any Account Debtor or any guarantor, other than resulting from the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share Agent's gross negligence or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section shall survive payment in full of all Obligationswillful misconduct.

Indemnification by Lenders. The Tranche A Revolving Credit Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer each Issuing Lender (to the extent not reimbursed by the Borrowers Borrower and without limiting the obligations of the Borrowers Borrower hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata SharesRevolving Credit Percentages in effect on the date on which indemnification is sought under this Section (or, as applicableif indemnification is sought after the date upon which the Commitments shall be terminated and the Revolving Credit Loans shall have been paid in full, ratably in accordance with such Revolving Credit Percentages immediately prior to such date), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), attorneys' fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, by or asserted against such Letter of Credit Issuer Issuing Lender in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer Issuing Lender under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Revolving Credit Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer each Issuing Lender promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, Revolving Credit Percentage of any costs or expenses payable by any the Borrower to such Letter of Credit IssuerIssuing Lender, to the extent that such Letter of Credit Issuer Issuing Lender is not promptly reimbursed for such costs and expenses by a the Borrower. The agreement contained in this Section shall survive payment in full of all Obligations.

Indemnification by Lenders. The Tranche A Lenders (and, To the extent that the Borrowers fails to pay any amount required to be paid by it to the extent of their participations, if any, pursuant to Section 2.3(dAdministrative Agent (and any subagent thereof), the Tranche A-1 LendersCollateral Agent or any Issuing Bank under paragraph (a) agree or (b) of this Section, each Lender severally agrees to indemnify pay (without in any way limiting the Borrowers’ respective obligation to pay such amounts) to the Administrative Agent (and any sub-agent thereof), the Collateral Agent or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable Letter unreimbursed expense or indemnity payment is sought) of Credit Issuer (to such unpaid amount, provided that the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares unreimbursed expense or Tranche A-1 Pro Rata Sharesindemnified loss, claim, damage, liability or related expense, as applicablethe case may be, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements of any kind and nature whatsoever that may be imposed on, was incurred by, by or asserted against the Administrative Agent (and any sub-agent thereof), the Collateral Agent or such Letter of Credit Issuer Issuing Bank in any way relating to or arising out its capacity as such. For purposes hereof, a Lender’s “pro rata share” of any Letter of Credit amount payable to the Administrative Agent (and any sub-agent thereof) or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender Collateral Agent shall be liable for any determined based upon such Lender’s share of the foregoing to the extent it arises from the gross negligence or willful misconduct sum of the Person total Revolving Facility Exposure, outstanding Term Loans, Incremental Term Loans and unused Commitments at the time, and a “Lender’s “pro rata share” of any amount payable to an Issuing Bank shall be indemnified. Without limitation determined based upon such Lender’s share of the foregoingsum of the total Revolving Facility Loans, each Tranche A Lender (and, to L/C Exposure and unused Revolving Facility Commitments at the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrowertime. The agreement contained indemnification obligations in this Section section shall survive payment in full the resignation or replacement of all Obligationsthe Indemnitee under this Agreement, or the termination or expiry of this Agreement.

Indemnification by Lenders. The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer (to To the extent not reimbursed by the Borrowers Loan Parties and without limiting the obligations of the Borrowers hereunder) Loan Parties hereunder or under any other Loan Document, the Lenders agree to indemnify the Letter of Credit Issuer ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as applicable, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, by or asserted against such the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower Loan Party to such the Letter of Credit Issuer, to the extent that such the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrowerthe Loan Parties. The agreement contained in this Section shall survive payment in full of all Obligationsthe Obligations and termination of this Agreement (including the Commitments hereunder).

Indemnification by Lenders. The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer (to To the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) , the Revolving Credit Lenders agree to indemnify the Letter of Credit Issuer ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as applicable, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), attorneys' fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, by or asserted against such the Letter of Credit Issuer in any way relating to or arising 80 out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided PROVIDED that no Revolving Credit Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Revolving Credit Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower the Borrowers to such the Letter of Credit Issuer, to the extent that such the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrowerthe Borrowers. The agreement contained in this Section shall survive payment in full of all other Obligations.

Indemnification by Lenders. The Tranche A Lenders (and, to the extent of their participations, if any, pursuant to Section 2.3(d), the Tranche A-1 Lenders) agree to indemnify the applicable Letter of Credit Issuer (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) ratably in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as applicable, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs), or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, or asserted against such the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct misconduct, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction, of the Person to be indemnified. Without limitation of the foregoing, each Tranche A Lender (and, to the extent aforesaid, each Tranche A-1 Lender) agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Tranche A Pro Rata Share or Tranche A-1 Pro Rata Share, as applicable, of any costs or expenses payable by any Borrower to such the Letter of Credit Issuer, to the extent that such the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by a Borrower. The agreement contained in this Section shall survive payment in full of all ObligationsObligations (excluding indemnification and reimbursement obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied and Letters of Credit to the extent cash collateralized or otherwise back stopped in manner reasonably satisfactory to the Letter of Credit Issuer).