Common use of Indemnification by Lenders Clause in Contracts

Indemnification by Lenders. The Lenders shall, ratably in proportion to their Commitment Percentages, indemnify each LC Issuing Bank (to the extent not reimbursed by the Borrower) against any claims, damages, losses, liabilities, reasonable costs and reasonable expenses (including, without limitation, reasonable fees and disbursements of counsel) that any such indemnitee may suffer or incur in connection with this Section or any action taken or omitted by such indemnitee under this Section; provided that the Lenders shall not be required to indemnify any LC Issuing Bank for any such claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) its own gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Section.

Indemnification by Lenders. The Lenders shall, ratably in proportion agree to their Commitment Percentages, indemnify each LC Issuing Bank Agent in its capacity as such (to the extent not reimbursed by the Borrower) Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 11.07 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Loans) that be imposed on, incurred by, or asserted against, such Agent in any such indemnitee may suffer way relating to or incur in connection with arising out of, the Commitments, this Section Loan Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent under this Sectionor in connection with any of the foregoing; provided provided, that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to the extent, but only to the extent, caused by (i) its own have resulted from such Agent’s gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it . The agreements in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter 11.07 shall survive the payment of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Loans and all other amounts payable hereunder.

Indemnification by Lenders. The Lenders shall, ratably Each Lender agrees to indemnify Credit Agent in proportion to their Commitment Percentages, indemnify each LC Issuing Bank its capacity as such (to the extent not reimbursed by Borrowers and without limiting the Borrower) obligation of Borrowers to do so), ratably according to the respective amounts of their Percentage Shares, from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever which may at any time (including without limitation at any time following the payment of the Obligations) that be imposed on, incurred by or asserted against Credit Agent in any such indemnitee may suffer way relating to or incur in connection with this Section arising out of the Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Credit Agent under this Sectionor in connection with any of the foregoing; provided that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses to the extent, but only to the extent, caused by (i) its own disbursements resulting from Credit Agent’s gross negligence or willful misconduct, (ii) its failure to pay under any Letter . The agreements in this Section shall survive the payment of Credit issued by it after the presentation to it of a request strictly complying with Obligations and the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) termination of this Section Agreement. Attorneys’ fees and disbursements incurred in enforcing, or (iv) its liabilities under on appeal from, a judgment pursuant hereto shall be recoverable separately from and in addition to any Letter of Credit extended (or allowed other amount included in such judgment, and this clause is intended to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) severable from the other provisions of this SectionAgreement and to survive and not be merged into such judgment.

Indemnification by Lenders. The Lenders shallEach Lender severally agrees to pay any amount required to be paid by any Obligor under Sections 9.3(a) and 9.3(b) to Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing (each, ratably in proportion to their Commitment Percentages, indemnify each LC Issuing Bank (an “Agent Indemnitee”) to the extent not reimbursed by an Obligor and without limiting the Borrower) obligation of any Obligor to do so, and to hold harmless and indemnify each Agent Indemnitee from and against any and all losses, claims, damages, lossesliabilities and related expenses, liabilitiesincluding the fees, reasonable costs and reasonable expenses (including, without limitation, reasonable fees charges and disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Loans) that be imposed on, incurred by or asserted against such Agent Indemnitee in any such indemnitee may suffer way relating to or incur in connection with arising out of the Commitments, this Section Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent Indemnitee under this Sectionor in connection with any of the foregoing, in each case ratably in accordance with such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that (i) the Lenders shall not be required to indemnify any LC Issuing Bank for unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such claimssub-agent) in its capacity as such or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent) in connection with such capacity, and (ii) no Lender shall be liable for the payment to any Agent Indemnitee of any portion of such liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to the extenthave resulted from such Agent Indemnitee’s gross negligence, but only to the extent, caused by (i) its own gross negligence bad faith or willful misconduct, (ii. The obligations of the Lenders under this Section 9.3(c) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (are subject to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) provisions of subsection (d) of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Section2.6(c).

Indemnification by Lenders. The Lenders shall, ratably Each Lender agrees to indemnify Credit Agent in proportion to their Commitment Percentages, indemnify each LC Issuing Bank its capacity as such (to the extent not reimbursed by Borrowers and without limiting the Borrower) obligation of Borrowers to do so), ratably according to the respective amounts of their Percentage Shares, from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever which may at any time (including without limitation at any time following the payment of the Obligations) that be imposed on, incurred by or asserted against Credit Agent in any such indemnitee may suffer way relating to or incur in connection with this Section arising out of the Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Credit Agent under this Sectionor in connection with any of the foregoing; provided that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses to the extent, but only to the extent, caused by (i) its own disbursements resulting from Credit Agent's gross negligence or willful misconduct, (ii) its failure to pay under any Letter . The agreements in this Section shall survive the payment of Credit issued by it after the presentation to it of a request strictly complying with Obligations and the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) termination of this Section Agreement. Attorneys' fees and disbursements incurred in enforcing, or (iv) its liabilities under on appeal from, a judgment pursuant hereto shall be recoverable separately from and in addition to any Letter of Credit extended (or allowed other amount included in such judgment, and this clause is intended to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) severable from the other provisions of this SectionAgreement and to survive and not be merged into such judgment.

Indemnification by Lenders. The Lenders shallagree to indemnify -------------------------- the Agent and its officers, ratably in proportion to their Commitment Percentagesdirectors, indemnify each LC Issuing Bank employees and agents (to the extent not reimbursed under Section 14.5 hereof, but without limiting the obligations of ------------ the Company under said Section 14.5), ratably in accordance with the aggregate ------------ principal amount of the outstanding Advances made by the Borrower) against Lenders (or, if no Advances are at the time outstanding, ratably in accordance with their respective Commitments), for any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs judgments, suits, costs, expenses or disbursements of any kind and reasonable expenses nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, the Notes, the other Loan Documents or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including, without limitation, reasonable fees the costs and disbursements expenses which the Company is obligated to pay under Section 14.3 hereof) or the enforcement of counsel) that any of the ------------ terms of this Agreement, the Notes, the other Loan Documents or of any such indemnitee may suffer or incur in connection with this Section or any action taken or omitted by such indemnitee under this Section; other documents, provided that the Lenders no Lender shall not be required to indemnify any LC Issuing Bank liable for any such claims, damages, losses, liabilities, costs or expenses of the foregoing to the extent, but only to extent they arise from the extent, caused by (i) its own gross negligence or willful misconduct, (ii) its failure misconduct of the party to pay under any Letter be indemnified. The obligation of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it Lenders in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under shall survive the payment of the Advances and of any Letter other sums due from Company hereunder and the termination of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Commitments.

Indemnification by Lenders. The Lenders shall, ratably in proportion to their Commitment Percentages, severally shall indemnify each LC Issuing Bank (Issuer acting in its capacity as an issuer of Facility LCs, and each officer, director, employee, agent and affiliate of such LC Issuer, ratably according to their Applicable Shares with respect to the USD Tranche LC Obligations or the Multicurrency Tranche LC Obligations, as applicable, to the extent not reimbursed by the Borrower) Company, from and against any and all claims, liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may at any time (including, without limitation, reasonable fees and disbursements at any time following the payment of counselany of the LC Obligations) that be imposed on, incurred by or asserted against such LC Issuer in any way relating to or arising out of the issuance of or payment or failure to pay under a Facility LC issued by it or the use of proceeds of any payment made under such indemnitee may suffer or incur in connection with this Section or any action taken or omitted by such indemnitee under this SectionFacility LC; provided that no Lender shall be liable for the Lenders shall not be required payment to indemnify an LC Issuer of any LC Issuing Bank for any portion of such claims, damagesliabilities, obligations, losses, liabilitiesdamages, costs penalties, actions, judgments, suits, costs, expenses or expenses to the extent, but only to the extent, caused by (i) its own disbursements of any kind or nature whatsoever resulting from such LC Issuer’s gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after . All obligations provided for in this Section 2.17 shall survive the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) termination of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this SectionAgreement.

Indemnification by Lenders. The (a) To the extent the Administrative Agent (or any affiliate thereof acting on behalf of the Administrative Agent) is not reimbursed and indemnified by the Borrowers, the Lenders shall, ratably will reimburse and indemnify the Administrative Agent (and any affiliate thereof acting on behalf of the Administrative Agent) in proportion to their Commitment Percentagesrespective “percentages” as used in determining the Required Lenders (determined as if there were no Defaulting Lenders), indemnify each LC Issuing Bank (to the extent not reimbursed by the Borrower) for and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any affiliate thereof acting on behalf of the Administrative Agent) in performing its respective duties hereunder or under any other Credit Document or in any way relating to or arising out of this Agreement or any other Credit Document, provided that no Lender shall be liable for any portion of such liabilities, reasonable costs and reasonable expenses (includingobligations, without limitation, reasonable fees and disbursements of counsel) that any such indemnitee may suffer or incur in connection with this Section or any action taken or omitted by such indemnitee under this Section; provided that the Lenders shall not be required to indemnify any LC Issuing Bank for any such claimslosses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses to disbursements resulting from the extent, but only to the extent, caused by (i) its own Administrative Agent’s gross negligence or willful misconduct, misconduct (iias determined by a court of competent jurisdiction in a final and non-appealable decision). (b) its failure The Administrative Agent shall be fully justified in failing or refusing to pay take any action hereunder and under any Letter of other Credit issued Document (except actions expressly required to be taken by it after hereunder or under the presentation Credit Documents) unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of a request strictly complying with the terms and condition of taking or continuing to take any such Letter of Credit, action. (iiic) its liabilities under any Letter of Credit issued by it The agreements in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter 12.07 shall survive the payment of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionall Obligations.

Indemnification by Lenders. The Lenders Each Lender shall, ratably in proportion to their Commitment Percentagesaccordance with its Percentage, indemnify each LC Issuing Bank Bank, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the BorrowerMHG Companies) against any claimscost, damages, losses, liabilities, reasonable costs and reasonable expenses expense (including, without limitation, including reasonable fees and disbursements of counsel) that any ), claim, demand, action, loss or liability (except such indemnitee may suffer or incur in connection with this Section or any action taken or omitted by as result from such indemnitee under this Section; provided that the Lenders shall not be required to indemnify any LC Issuing Bank for any such claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) its own indemnitees' gross negligence or willful misconduct, (ii) its misconduct or such LC Issuing Bank's failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition conditions of such Letter of Credit) that any such indemnitee may suffer or incur in connection with this Section 2.05 or any action taken or omitted by such indemnitee under this Section 2.05. Each Lender's obligation in accordance with this Agreement to reimburse the LC Issuing Bank for its respective Percentage, as contemplated by Section 2.05(j), as a result of a drawing under a Letter of Credit, and the Obligations of any Borrower to reimburse the LC Issuing Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.05 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the LC Issuing Bank, any Borrower or other Person for any reason whatsoever; (ii) any lack of validity or enforceability of any Letter of Credit; (iii) its liabilities the existence of any claim, set-off, defense or other right which any Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the LC Issuing Bank or any Lender or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any MHG Companies or their Affiliates and the beneficiary for which any Letter of Credit was procured); (iv) any draft, demand, certificate or other document presented under any Letter of Credit issued proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the LC Issuing Bank has been notified thereof; (v) payment by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities LC Issuing Bank under any Letter of Credit extended against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vi) any adverse change in the business, operations, properties, assets, condition (financial or allowed to be automatically extended) by it in contravention of clause (iotherwise) or prospects of any Borrower or Subsidiaries of a Borrower; (iivii) of subsection (g) any breach of this SectionAgreement or any other Financing Document by any party thereto; (viii) the occurrence or continuance of an Insolvency Proceeding with respect to any Borrower; (ix) the fact that an Event of Default shall have occurred and be continuing; (x) the fact that the Commitment Termination Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xi) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing.

Indemnification by Lenders. The Lenders shall, ratably in proportion agree to their Commitment Percentages, indemnify each LC Issuing Bank Agent in its capacity as such (to the extent not reimbursed by the Borrower) Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 11.07 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Loans) that be imposed on, incurred by, or asserted against, such Agent in any such indemnitee may suffer way relating to or incur in connection with arising out of, the Commitments, this Section Loan Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent under this Sectionor in connection with any of the foregoing; provided that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to the extent, but only to the extent, caused by (i) its own have resulted from such Agent’s gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it . The agreements in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter 11.07 shall survive the payment of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Loans and all other amounts payable hereunder.

Indemnification by Lenders. The Lenders shall, ratably agree to indemnify Credit Agent in proportion to their Commitment Percentages, indemnify each LC Issuing Bank its respective capacity as such (to the extent not reimbursed by Borrower and without limiting the Borrower) obligation of Borrower to do so), ratably according to the respective amounts of their Percentage Shares, from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever which may at any time (including without limitation at any time following the payment of the Obligations) that be imposed on, incurred by or asserted against Credit Agent in any such indemnitee may suffer way relating to or incur in connection with this Section arising out of the Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Credit Agent under this Sectionor in connection with any of the foregoing; provided that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses to the extent, but only to the extent, caused by (i) its own disbursements resulting from Credit Agent's gross negligence or willful misconduct, (ii) its failure to pay under any Letter . The agreements in this Section shall survive the payment of Credit issued by it after the presentation to it of a request strictly complying with Obligations and the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) termination of this Section Agreement. Attorneys' fees and disbursements incurred in enforcing, or (iv) its liabilities under on appeal from, a judgment pursuant hereto shall be recoverable separately from and in addition to any Letter of Credit extended (or allowed other amount included in such judgment, and this clause is intended to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) severable from the other provisions of this SectionAgreement and to survive and not be merged into such judgment.

Indemnification by Lenders. The Lenders shallseverally agree to indemnify the Administrative Agent and its officers, ratably directors, employees, agents and advisors, each in proportion to their Commitment Percentages, indemnify each LC Issuing Bank its capacity as such (to the extent not reimbursed by the Borrower) Obligors and without limiting the obligation of the Obligors to do so pursuant to Section 8.6.2), ratably according to the respective amounts of their then-existing Commitments (or, if the Commitments have terminated, their then-outstanding Loans), from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including the reasonable costs and reasonable expenses (includingfees, without limitation, reasonable fees charges and disbursements of counselany counsel of any indemnified Person) that which may at any such indemnitee may suffer time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or incur asserted against the Administrative Agent in connection with any way relating to or arising out of this Section Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by such indemnitee the Administrative Agent under this Sectionor in connection with any of the foregoing; provided that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses to disbursements resulting from the extent, but only to the extent, caused by (i) its own Administrative Agent’s gross negligence or willful misconductmisconduct as determined by final, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it non-appealable order of a request strictly complying court of competent jurisdiction. No Person indemnified under this Section 7.7 shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement or any other Credit Document. The agreements in this Section 7.7 shall survive the terms payment of the Loans and condition all other amounts payable hereunder, the termination of such Letter of Creditthe Commitments, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) termination of this Section or (iv) its liabilities under any Letter Agreement and removal of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Administrative Agent.

Indemnification by Lenders. The Lenders shallEach Lender, ratably in proportion to their Commitment Percentagesseverally and not jointly, will defend, protect, indemnify each LC Issuing Bank (to and hold harmless the extent not reimbursed by Company all of its shareholders, officers, directors, employees and direct or indirect investors and any of the Borrower) against any claims, damages, losses, liabilities, reasonable costs and reasonable expenses foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (regardless of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Company Liabilities”) incurred by a Company Indemnitee solely as a result of, or arising solely out of, or relating solely to (a) any breach of counselany representation or warranty made by such Lender herein or in any other certificate, instrument or document contemplated hereby or thereby, (b) that any such indemnitee may suffer breach of any covenant, agreement or incur obligation of the Lender contained herein or in connection any other certificate, instrument or document contemplated hereby or thereby, or (c) the failure of an Lender to comply with this Section the requirements of the Securities Act or any action taken or omitted by such indemnitee under this Section; provided that the Lenders shall state securities laws, which failure is not be required to indemnify any LC Issuing Bank for any such claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) its own gross the negligence or willful misconduct, (ii) its failure to pay under any Letter misconduct of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this SectionCompany.

Indemnification by Lenders. The Tranche A Lenders shall(and, ratably in proportion to the extent of their Commitment Percentagesparticipations, if any, pursuant to Section 2.3(f), the Tranche A-1 Lenders) agree to indemnify each LC Issuing Bank the Letter of Credit Issuer (to the extent not reimbursed by the BorrowerBorrowers and without limiting the obligations of the Borrowers hereunder) against ratably in accordance with their respective Pro Rata Shares, for any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (includingincluding Attorney Costs), without limitation, reasonable fees and or disbursements of counsel) any kind and nature whatsoever that may be imposed on, incurred by, or asserted against the Letter of Credit Issuer in any such indemnitee may suffer way relating to or incur in connection with this Section arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such indemnitee under this Section; provided that the Lenders shall not be required to indemnify any LC Issuing Bank for any such claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) its own gross negligence or willful misconduct, (ii) its failure to pay Letter of Credit Issuer under any Letter of Credit issued by or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it after arises from the presentation gross negligence or willful misconduct of the Person to it be indemnified. Without limitation of a request strictly complying with the terms and condition of such Letter of Creditforegoing, each Tranche A Lender (iiiand, to the extent aforesaid, each Tranche A-1 Lender) its liabilities under any agrees to reimburse the Letter of Credit issued Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by it in contravention any Borrower to the Letter of clause (iii) (Credit Issuer, to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) Issuer is not promptly reimbursed for such costs and expenses by it a Borrower. The agreement contained in contravention this Section shall survive payment in full of clause (i) or (ii) of subsection (g) of this Sectionall Obligations.

Indemnification by Lenders. The Lenders shallagree to indemnify the -------------------------- Agent and its officers, ratably in proportion to their Commitment Percentagesdirectors, indemnify each LC Issuing Bank employees and agents (to the extent not reimbursed under Section 14.5 hereof, but without limiting the obligations of ------------ the Company under said Section 14.5), ratably in accordance with the aggregate ------------ principal amount of the outstanding Advances made by the Borrower) against Lenders (or, if no Advances are at the time outstanding, ratably in accordance with their respective Commitments), for any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs judgments, suits, costs, expenses or disbursements of any kind and reasonable expenses nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, the Notes, the other Loan Documents or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including, without limitation, reasonable fees the costs and disbursements expenses which the Company is obligated to pay under Section 14.3 hereof) or the enforcement of counsel) that any of the ------------ terms of this Agreement, the Notes, the other Loan Documents or of any such indemnitee may suffer or incur in connection with this Section or any action taken or omitted by such indemnitee under this Section; other documents, provided that the Lenders no Lender shall not be required to indemnify any LC Issuing Bank liable for any such claims, damages, losses, liabilities, costs or expenses of the foregoing to the extent, but only to extent they arise from the extent, caused by (i) its own gross negligence or willful misconduct, (ii) its failure misconduct of the party to pay under any Letter be indemnified. The obligation of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it Lenders in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under shall survive the payment of the Advances and of any Letter other sums due from Company hereunder and the termination of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Commitments.

Indemnification by Lenders. The Lenders shall, ratably agree to indemnify the Administrative Agent in proportion to their Commitment Percentages, indemnify each LC Issuing Bank its capacity hereunder (to the extent not reimbursed by the Borrower) Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Revolving Commitment Percentages in effect on the date on which indemnification is sought under this Section, from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, reasonable fees and disbursements at any time following the payment of counselthe Revolving Notes) that be imposed on, incurred by or asserted against the Administrative Agent in any such indemnitee may suffer way relating to or incur in connection with this Section arising out of any Loan Document or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such indemnitee under this Section; provided that the Lenders shall not be required to indemnify any LC Issuing Bank for any such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements to the extent, but only to extent resulting from the extent, caused by (i) its own Administrative Agent's gross negligence or willful misconduct, (ii) its failure to pay under any Letter as determined by a court of Credit issued by it after competent jurisdiction. The agreements in this Section 9.05 shall survive the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) termination of this Section or (iv) its liabilities under any Letter Agreement and payment of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Revolving Notes and all other amounts payable hereunder.

Indemnification by Lenders. The Lenders shall, ratably agree to indemnify the Administrative Agent in proportion to their Commitment Percentages, indemnify each LC Issuing Bank its capacity hereunder (to the extent not reimbursed by the Borrower) Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitment Percentages in effect on the date on which indemnification is sought under this Section, from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, reasonable fees and disbursements at any time following the payment of counselthe Notes) that be imposed on, incurred by or asserted against the Administrative Agent in any such indemnitee may suffer way relating to or incur in connection with this Section arising out of any Loan Document or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such indemnitee under this Section; provided that the Lenders shall not be required to indemnify any LC Issuing Bank for any such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements to the extent, but only to extent resulting from the extent, caused by (i) its own Administrative Agent’s gross negligence or willful misconduct, (ii) its failure to pay under any Letter as determined by a court of Credit issued by it after competent jurisdiction. The agreements in this Section 9.05 shall survive the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) termination of this Section or (iv) its liabilities under any Letter Agreement and payment of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Notes and all other amounts payable hereunder.

Indemnification by Lenders. The Lenders shallagree to indemnify the Administrative Agent and its officers, ratably in proportion to their Commitment Percentagesdirectors, indemnify each LC Issuing Bank employees, affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”) (to the extent required to be reimbursed but not reimbursed by the Borrower) Borrower and without limiting the obligation the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this paragraph, from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Loans) that be imposed on, incurred by or asserted against such Agent Indemnitee in any such indemnitee may suffer way relating to or incur in connection with arising out of, the Loans, this Section Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent Indemnitee under this Sectionor in connection with any of the foregoing; provided that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to the extent, but only to the extent, caused by (i) its own have resulted from any Agent Indemnitee’s gross negligence or willful misconduct, . The agreements in this paragraph shall survive the termination of this Agreement and the payment of the Loan and all other amounts payable hereunder. The obligations of the Lenders under this subsection (iic) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (are subject to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) provisions of subsection (d) of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Section.2.08(d). 106

Indemnification by Lenders. The Lenders shall, ratably in proportion agree to their Commitment Percentages, indemnify each LC Issuing Bank Agent in its capacity as such (to the extent not reimbursed by the Borrower) Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 10.07 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Term Loans shall have been paid in full, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Term Loans) that be imposed on, incurred by, or asserted against, such Agent in any such indemnitee may suffer way relating to or incur in connection with arising out of, the Commitments, this Section Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent under this Sectionor in connection with any of the foregoing; provided provided, that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to the extent, but only to the extent, caused by (i) its own have resulted from such Agent’s gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it . The agreements in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter 10.07 shall survive the payment of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Term Loans and all other amounts payable hereunder.

Indemnification by Lenders. The Lenders shallEach Lender severally agrees to pay any amount required to be paid by Borrower or any Guarantor under paragraph (a) or (b) of this Section 11.03 to Administrative Agent and any Related Party of Administrative Agent (each, ratably in proportion to their Commitment Percentages, indemnify each LC Issuing Bank an “Agent Indemnitee”) (to the extent not reimbursed by Borrower or any Guarantor and without limiting the Borrower) obligation of any Loan Party to do so), ratably according to their respective Applicable Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, lossesliabilities and related expenses, liabilitiesincluding the fees, reasonable costs and reasonable expenses (including, without limitation, reasonable fees charges and disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Loans) that be imposed on, incurred by or asserted against such Agent Indemnitee in any such indemnitee may suffer way relating to or incur in connection with arising out of the Commitments, this Section Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent Indemnitee under this Sectionor in connection with any of the foregoing; provided that the Lenders unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Lender shall not be required to indemnify liable for the payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to the extent, but only to the extent, caused by (i) its own have resulted from such Agent Indemnitee’s gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after . The agreements in this Section shall survive the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) termination of this Section or (iv) its liabilities under any Letter Agreement and the payment in full of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Obligations.

Indemnification by Lenders. The Lenders shall, ratably in proportion agree to their Commitment Percentages, indemnify each LC Issuing Bank Agent in its capacity as such (to the extent not reimbursed by the Borrower) Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 11.07 (or, if indemnification is sought after the date upon which the Term Loans shall have been paid in full in cash, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Term Loans) that be imposed on, incurred by, or asserted against, such Agent in any such indemnitee may suffer way relating to or incur in connection with arising out of, this Section Loan Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent under this Sectionor in connection with any of the foregoing; provided provided, that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to the extent, but only to the extent, caused by (i) its own have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 11.07 shall survive the repayment, (ii) its failure to pay satisfaction or discharge of the Term Loans and all other amounts payable under any Letter of Credit issued by it after the presentation to it of a request strictly complying with Loan Documents, and the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) termination of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this SectionLoan Agreement.