Common use of Indemnification by Lenders Clause in Contracts

Indemnification by Lenders. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the 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 and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by, or asserted against, such Agent in any way relating to or arising out of, the Commitments, this 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 Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 11.07 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification by Lenders. The Lenders agree shall, ratably in proportion to their Commitment Percentages, indemnify each Agent in its capacity as such LC Issuing Bank (to the extent not reimbursed by the 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 Borrower) against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penaltiesreasonable costs and reasonable expenses (including, actionswithout limitation, judgments, suits, costs, expenses or reasonable fees and disbursements of counsel) that any kind whatsoever that such indemnitee may at any time (whether before suffer or after the payment of the Loans) be imposed on, incurred by, or asserted against, such Agent incur in any way relating to or arising out of, the Commitments, connection with this 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 Section or any action taken or omitted by such Agent indemnitee under or in connection with this Section; provided that the Lenders shall not be required to indemnify any of the foregoing; providedLC Issuing Bank for any such claims, that no Lender shall be liable for the payment of any portion of such liabilities, obligationsdamages, losses, damagesliabilities, penaltiescosts or expenses to the extent, actionsbut only to the extent, judgments, suits, costs, expenses or disbursements that are found caused by a final, non-appealable order of a court of competent jurisdiction to have resulted from such Agent’s (i) its own gross negligence or willful misconduct. The agreements , (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 11.07 shall survive the payment or (iv) its liabilities under any Letter of the Loans and all other amounts payable hereunderCredit 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 agree Each Lender severally agrees to indemnify each pay any amount required to be paid by any Obligor under Sections 9.3(a) and 9.3(b) to Administrative Agent in its capacity as such (or any sub-agent thereof) or any Related Party of any of the foregoing (each, an “Agent Indemnitee”) to the extent not reimbursed by the Loan Parties an Obligor and without limiting the obligation of the Loan Parties any Obligor to do so), ratably according and 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 hold harmless and the Loans shall have been paid in full, ratably in accordance with such Total Credit Exposure immediately prior to such date), indemnify each Agent Indemnitee from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding the fees, judgments, suits, costs, expenses or charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by, by or asserted against, against such Agent Indemnitee in any way relating to or arising out of, of the Commitments, this 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 Agent Indemnitee under or 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); providedprovided that (i) the unreimbursed expense or indemnified loss, that claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-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, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, final and non-appealable order decision of a court of competent jurisdiction to have resulted from such AgentAgent Indemnitee’s gross negligence negligence, bad faith or willful misconduct. The agreements in obligations of the Lenders under this Section 11.07 shall survive 9.3(c) are subject to the payment provisions of the Loans and all other amounts payable hereunderSection 2.6(c).

Indemnification by Lenders. The Lenders agree Each Lender agrees to indemnify each Credit Agent in its capacity as such (to the extent not reimbursed by the Loan Parties Borrowers and without limiting the obligation of the Loan Parties Borrowers to do so), ratably according to the respective amounts of 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)Percentage Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that which may at any time (whether before or after including without limitation at any time following the payment of the LoansObligations) be imposed on, incurred by, by or asserted against, such against Credit Agent in any way relating to or arising out of, the Commitments, this 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 Credit Agent under or in connection with any of the foregoing; provided, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted resulting from such Credit Agent’s gross negligence or willful misconduct. The agreements in this Section 11.07 shall survive the payment of the Loans Obligations and all the termination of this Agreement. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment pursuant hereto shall be recoverable separately from and in addition to any other amounts payable hereunderamount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

Indemnification by Lenders. The Lenders agree Each Lender agrees to indemnify each Credit Agent in its capacity as such (to the extent not reimbursed by the Loan Parties Borrowers and without limiting the obligation of the Loan Parties Borrowers to do so), ratably according to the respective amounts of 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)Percentage Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that which may at any time (whether before or after including without limitation at any time following the payment of the LoansObligations) be imposed on, incurred by, by or asserted against, such against Credit Agent in any way relating to or arising out of, the Commitments, this 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 Credit Agent under or in connection with any of the foregoing; provided, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted resulting from such Credit Agent’s 's gross negligence or willful misconduct. The agreements in this Section 11.07 shall survive the payment of the Loans Obligations and all the termination of this Agreement. Attorneys' fees and disbursements incurred in enforcing, or on appeal from, a judgment pursuant hereto shall be recoverable separately from and in addition to any other amounts payable hereunderamount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

Indemnification by Lenders. The Lenders agree to indemnify each -------------------------- the Agent in and its capacity as such officers, directors, employees and agents (to the extent not reimbursed by the Loan Parties and under Section 14.5 hereof, but without limiting the obligation obligations of ------------ the Loan Parties to do soCompany under said Section 14.5), 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 datethe aggregate ------------ principal amount of the outstanding Advances made by the Lenders (or, if no Advances are at the time outstanding, ratably in accordance with their respective Commitments), from and against for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that which may at any time (whether before or after the payment of the Loans) be imposed on, incurred by, by or asserted against, such against the Agent in any way relating to or arising out ofof this Agreement, the CommitmentsNotes, this Loan Agreement, any of the other Loan Documents or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby (including, without limitation, the costs and expenses which the Company is obligated to pay under Section 14.3 hereof) or thereby or any action taken or omitted by such Agent under or in connection with the enforcement of any of the foregoing; provided------------ terms of this Agreement, the Notes, the other Loan Documents or of any such other documents, provided that no Lender shall be liable for any of the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction foregoing to have resulted the extent they arise from such Agent’s the gross negligence or willful misconductmisconduct of the party to be indemnified. The agreements obligation of the Lenders in this Section 11.07 shall survive the payment of the Loans Advances and all of any other amounts payable hereundersums due from Company hereunder and the termination of the Commitments.

Indemnification by Lenders. The Lenders severally agree to indemnify the Administrative Agent and its officers, directors, employees, agents and advisors, each Agent in its capacity as such (to the extent not reimbursed by the Loan Parties Obligors and without limiting the obligation of the Loan Parties Obligors to do soso pursuant to Section 8.6.2), ratably according to the respective amounts of their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 11.07 then-existing Commitments (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in fullterminated, ratably in accordance with such Total Credit Exposure immediately prior to such datetheir then-outstanding Loans), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that (including the reasonable fees, charges and disbursements of any counsel of any indemnified Person) which may at any time (whether before or after including without limitation at any time following the payment of the Loans) be imposed on, incurred by, by or asserted against, such against the Administrative Agent in any way relating to or arising out of, the Commitments, of this 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 the Administrative Agent under or in connection with any of the foregoing; provided, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction to have resulted 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 Agent’s gross negligence persons or willful misconductfor any special, indirect, consequential or punitive damages in connection with this Agreement or any other Credit Document. The agreements in this Section 11.07 7.7 shall survive the payment of the Loans and all other amounts payable hereunder, the termination of the Commitments, the termination of this Agreement and removal of the Administrative Agent.

Indemnification by Lenders. The Lenders agree Each Lender and each Issuing Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to indemnify each Agent in its capacity such Lender or such Issuing Lender, as such the case may be (but only to the extent that any Borrower has not reimbursed by already indemnified the Loan Parties Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrowers 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 ii) any Taxes attributable to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Lender’s failure to comply with the provisions of any kind whatsoever that may at any time (whether before or after the payment of the LoansSection 9.04(c) be imposed on, incurred by, or asserted against, such Agent in any way relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender or arising out ofsuch Issuing Lender, as the Commitmentscase may be, this Loan Agreementin each case, any of that are payable or paid by 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 Administrative Agent under or in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or any Issuing Lender by the foregoing; provided, that no Lender Administrative Agent shall be liable for conclusive absent manifest error. Each Lender and each Issuing Lender hereby authorizes the payment of Administrative Agent to set off and apply any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 11.07 shall survive the payment of the Loans and all amounts at any time owing to such Lender or such Issuing Lender, as the case may be, under any Loan Document or otherwise payable by the Administrative Agent to such Lender or such Issuing Lender, as the case may be, from any other amounts payable hereundersource against any amount due to the Administrative Agent under this paragraph (i).

Indemnification by Lenders. The Lenders agree to indemnify each Credit Agent in its respective capacity as such (to the extent not reimbursed by the Loan Parties Borrower and without limiting the obligation of the Loan Parties Borrower to do so), ratably according to the respective amounts of 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)Percentage Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that which may at any time (whether before or after including without limitation at any time following the payment of the LoansObligations) be imposed on, incurred by, by or asserted against, such against Credit Agent in any way relating to or arising out of, the Commitments, this 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 Credit Agent under or in connection with any of the foregoing; provided, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted resulting from such Credit Agent’s 's gross negligence or willful misconduct. The agreements in this Section 11.07 shall survive the payment of the Loans Obligations and all the termination of this Agreement. Attorneys' fees and disbursements incurred in enforcing, or on appeal from, a judgment pursuant hereto shall be recoverable separately from and in addition to any other amounts payable hereunderamount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

Indemnification by Lenders. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the 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 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 and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Term Loans) be imposed on, incurred by, or asserted against, such Agent in any way relating to or arising out of, the Commitments, this 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 Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 11.07 10.07 shall survive the payment of the Term Loans and all other amounts payable hereunder.

Indemnification by Lenders. The Lenders agree to indemnify each the -------------------------- Agent in and its capacity as such officers, directors, employees and agents (to the extent not reimbursed by the Loan Parties and under Section 14.5 hereof, but without limiting the obligation obligations of ------------ the Loan Parties to do soCompany under said Section 14.5), 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 datethe aggregate ------------ principal amount of the outstanding Advances made by the Lenders (or, if no Advances are at the time outstanding, ratably in accordance with their respective Commitments), from and against for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that which may at any time (whether before or after the payment of the Loans) be imposed on, incurred by, by or asserted against, such against the Agent in any way relating to or arising out ofof this Agreement, the CommitmentsNotes, this Loan Agreement, any of the other Loan Documents or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby (including, without limitation, the costs and expenses which the Company is obligated to pay under Section 14.3 hereof) or thereby or any action taken or omitted by such Agent under or in connection with the enforcement of any of the foregoing; provided------------ terms of this Agreement, the Notes, the other Loan Documents or of any such other documents, provided that no Lender shall be liable for any of the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction foregoing to have resulted the extent they arise from such Agent’s the gross negligence or willful misconductmisconduct of the party to be indemnified. The agreements obligation of the Lenders in this Section 11.07 shall survive the payment of the Loans Advances and all of any other amounts payable hereundersums due from Company hereunder and the termination of the Commitments.

Indemnification by Lenders. The Lenders agree to indemnify each the Administrative Agent in its capacity as such hereunder (to the extent not reimbursed by the Loan Parties Borrower and without limiting the obligation of the Loan Parties Borrower to do so), ratably according to their respective Total Credit Exposure Revolving Commitment Percentages 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)Section, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that which may at any time (whether before or after including, without limitation, at any time following the payment of the LoansRevolving Notes) be imposed on, incurred by, by or asserted against, such against the Administrative Agent in any way relating to or arising out of, the Commitments, this of any Loan Agreement, any of the other Loan Documents 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 such 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 liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted the extent resulting from such the Administrative Agent’s 's gross negligence or willful misconduct, as determined by a court of competent jurisdiction. The agreements in this Section 11.07 9.05 shall survive the termination of this Agreement and payment of the Loans Revolving Notes and all other amounts payable hereunder.

Indemnification by Lenders. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the 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 Term Loans shall have been paid in fullfull in cash, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Term Loans) be imposed on, incurred by, or asserted against, such Agent in any way relating to or arising out of, the Commitments, this 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 Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 11.07 shall survive the payment repayment, satisfaction or discharge of the Term Loans and all other amounts payable hereunderunder the Loan Documents, and the termination of this Loan Agreement.

Indemnification by Lenders. The Lenders agree to indemnify each Agent in its capacity as such (to 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 Loan Parties Borrowers, the Lenders will reimburse and without limiting indemnify the obligation Administrative Agent (and any affiliate thereof acting on behalf of the Loan Parties to do so), ratably according Administrative Agent) in proportion to their respective Total Credit Exposure “percentages” as used in effect on determining the date on which indemnification is sought under this Section 11.07 Required Lenders (or, determined as 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 datethere were no Defaulting Lenders), from for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of any whatsoever kind whatsoever that or nature which may at any time (whether before or after the payment of the Loans) be imposed on, asserted against or incurred by, by the Administrative Agent (or asserted against, such Agent 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, the Commitments, of this Loan Agreement, any of the other Loan Documents Agreement 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 Agent under or in connection with any of the foregoing; providedother Credit Document, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted resulting from such the Administrative Agent’s gross negligence or willful misconduct. misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Credit Document (except actions expressly required to be taken by it hereunder or under the 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 taking or continuing to take any such action. (c) The agreements in this Section 11.07 12.07 shall survive the payment of the Loans and all other amounts payable hereunderObligations.

Indemnification by Lenders. The Lenders agree to indemnify each the Administrative Agent in and its capacity as such officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”) (to the extent required to be reimbursed but not reimbursed by the Loan Parties Borrower and without limiting the obligation of the Loan Parties Borrower to do so), ratably according to their respective Total Credit Exposure Applicable Percentage 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)paragraph, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by, by or asserted against, against such Agent Indemnitee in any way relating to or arising out of, the CommitmentsLoans, this 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 Agent Indemnitee under or in connection with any of the foregoing; provided, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agentany Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section 11.07 paragraph shall survive the termination of this Agreement and the payment of the Loans Loan and all other amounts payable hereunder.. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.08(d). 106

Indemnification by Lenders. The Lenders agree to Each Lender, severally and not jointly, will defend, protect, indemnify each Agent in and hold harmless the Company all of its capacity as such (to the extent not reimbursed by the Loan Parties shareholders, officers, directors, employees and without limiting the obligation direct or indirect investors and any of the Loan Parties to do so)foregoing person’s agents or other representatives (including, ratably according to their respective Total Credit Exposure without limitation, those retained in effect on connection with the date on which indemnification is sought under transactions contemplated by this Section 11.07 Agreement) (orcollectively, 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), “Company Indemnitees”) from and against any and all liabilitiesactions, obligationscauses of action, suits, claims, losses, damagescosts, penalties, actionsfees, judgmentsliabilities and damages, suitsand expenses in connection therewith (regardless of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), costs, expenses or and including reasonable attorneys’ fees and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans“Indemnified Company Liabilities”) be imposed on, incurred byby a Company Indemnitee solely as a result of, or asserted against, such Agent in any way relating to or arising solely out of, the Commitments, this Loan Agreement, or relating solely to (a) any breach of the other Loan Documents any representation or any documents contemplated warranty made by or referred to such Lender herein or therein in any other certificate, instrument or the transactions document contemplated hereby or thereby thereby, (b) any breach of any covenant, agreement or obligation of the Lender contained herein or in any other certificate, instrument or document contemplated hereby or thereby, or (c) the failure of an Lender to comply with the requirements of the Securities Act or any action taken or omitted state securities laws, which failure is not caused by such Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 11.07 shall survive the payment misconduct of the Loans and all other amounts payable hereunderCompany.

Indemnification by Lenders. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the 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 and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by, or asserted against, such Agent in any way relating to or arising out of, the Commitments, this 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 Agent under or in connection with any of the foregoing; provided, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 11.07 shall survive the payment of the Loans and all other amounts payable hereunder.