Common use of Indemnification by the Obligors Clause in Contracts

Indemnification by the Obligors. (a) The Obligors, jointly and severally, hereby agree to indemnify the Credit Facility Agent, each Lender, each Issuing Bank, each Coordinating Lead Arranger, each Documentation Bank and each Related Party of any of the foregoing Persons in accordance with Section 12.18 (Other Indemnities) of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, which shall be applied mutatis mutandis to the indemnified parties under this Agreement, as well as with respect to reliance by such indemnified party on each notice purportedly given by or on behalf of the Borrower pursuant to Section 11.10 (Notices and Other Communications). (b) To the extent that any Obligor for any reason fails to pay any amount required under Section 12.18 (Other Indemnities) of the Common Security and Account Agreement or clause (a) above to be paid by it to any of the Credit Facility Agent, any sub-agent thereof or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Credit Facility Agent, any such sub-agent, or such Related Party, as the case may be, such Xxxxxx’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Credit Facility Agent or any sub-agent thereof in its capacity as such, or against any Related Party of any of the foregoing acting for the Credit Facility Agent or any sub-agent thereof in connection with such capacity. The obligations of the Lenders under this Section 11.07(b) (Indemnification by the Obligors) are subject to the provisions of Section 2.06 (Funding). The obligations of the Lenders to make payments pursuant to this Section 11.07(b) (Indemnification by the Obligors) are several and not joint and shall survive the payment in full of the Loan Obligations and the termination of this Agreement. The failure of any Lender to make payments on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to do so. (c) The provisions of this Section 11.07 (Indemnification by the Obligors) shall not supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes).

Indemnification by the Obligors. (a) The Obligors, Obligors shall jointly and severally, hereby agree to severally indemnify the Credit Facility Administrative Agent, the Security Agent and each Lender, each Issuing Bank, each Coordinating Lead Arranger, each Documentation Bank and each Related Party related party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, (collectively, the “Indemnified Liabilities”) incurred by or asserted against any Indemnitee arising out of, in accordance with Section 12.18 connection with, or as a result of (Other Indemnitiesi) the execution or delivery of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, which shall be applied mutatis mutandis to the indemnified parties under this Agreement, as well as with respect to reliance the Security Agreement, the Mortgages, each other Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by such indemnified party on each notice purportedly given by the parties of their respective obligations hereunder or on behalf thereunder, or the consummation of the Borrower pursuant to Section 11.10 transactions contemplated hereby or thereby, (Notices and Other Communications). (bii) To any Advance or the extent that any Obligor for any reason fails to pay any amount required under Section 12.18 (Other Indemnities) use of the Common Security and Account Agreement proceeds therefrom, (iii) any actual or clause (a) above alleged presence or Release or threatened Release of Hazardous Materials on or from any property owned or operated by the Borrower or any Obligor, or any environmental liability related in any way to be paid by it to the Borrower, any of the Credit Facility AgentObligors or the Vessels, or (iv) any sub-agent thereof actual or any Related Party of prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Indemnified Liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Lender Obligor hereby jointly and severally agrees to pay make the maximum contribution to the Credit Facility Agent, any such sub-agent, or such Related Party, as the case may be, such Xxxxxx’s ratable share (determined as payment and satisfaction of each of the time that the Indemnified Liabilities which is permissible under applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Credit Facility Agent or any sub-agent thereof in its capacity as such, or against any Related Party of any of the foregoing acting for the Credit Facility Agent or any sub-agent thereof in connection with such capacity. The obligations of the Lenders under this Section 11.07(b) (Indemnification by the Obligors) are subject to the provisions of Section 2.06 (Funding). The obligations of the Lenders to make payments pursuant to this Section 11.07(b) (Indemnification by the Obligors) are several and not joint and shall survive the payment in full of the Loan Obligations and the termination of this Agreement. The failure of any Lender to make payments on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to do solaw. (c) The provisions of this Section 11.07 (Indemnification by the Obligors) shall not supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes).

Indemnification by the Obligors. (a) The ObligorsIn consideration of the execution and delivery of this Note and the other Note Documents by the Agents and the Noteholders and the agreement to extend the Loans provided hereunder, and without duplication of the Borrower’s payment obligations pursuant to Section 15.2, the Obligors hereby agree, jointly and severally, hereby agree to indemnify the Credit Facility indemnify, exonerate and hold each Agent, each Lender, each Issuing Bank, each Coordinating Lead Arranger, each Documentation Bank Noteholder and each Related Party of the officers, directors, managers, partners, employees, Affiliates and agents of each Agent and each Noteholder (each a “Indemnified Party”) free and harmless from and against any and all (A) actions, causes of action and suits, and (B) reasonable and documented losses, liabilities, damages and expenses, including documented expenses and reasonable fees of its outside counsel (collectively, the “Indemnified Liabilities”), incurred by Indemnified Parties or any of them as a result of, or arising out of, or relating to (a) any purchase of assets financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Materials at any property owned or leased by any Obligor, (c) any violation of the foregoing Persons in accordance with Section 12.18 (Other Indemnities) of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, which shall be applied mutatis mutandis to the indemnified parties under this Agreement, as well as any Environmental Laws with respect to reliance conditions at any property owned or leased by any Obligor or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Obligor or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Materials or (e) the execution, delivery, performance or enforcement of this Note or any other Note Document by any Indemnified Party, except to the extent any such indemnified party on each notice purportedly given Indemnified Liabilities result from (i) the applicable Indemnified Party’s (or that of its officers, directors, managers, partners, employees, Affiliates or agents) own gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction or on behalf (ii) in the case of any Indemnified Party other than any Agent, a dispute among Indemnified Parties. For purposes of clarity, the Borrower pursuant Parties hereby confirm and agree that the foregoing indemnity does not apply to Section 11.10 (Notices losses, liabilities, damages and Other Communications). (b) To expenses to the extent relating to equity co-investments made by any Indemnified Party or its Affiliates in any Obligor or its Affiliates. If and to the extent that any Obligor the foregoing undertaking may be unenforceable for any reason fails reason, the Borrower hereby agrees to pay any amount required under Section 12.18 (Other Indemnities) make the maximum contribution to the payment and satisfaction of each of the Common Security and Account Agreement or clause (a) above Indemnified Liabilities which is permissible under applicable Law. For the avoidance of doubt, this Section 15.3 shall not apply with respect to be paid by it to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. All obligations provided for in this Section 15.3 shall survive repayment of the Credit Facility AgentLoans, any sub-agent thereof foreclosure under, or any Related Party of modification, release or discharge of, any or all of the foregoing, each Lender severally agrees Security Instruments and termination of this Note and the resignation or removal of either the Administrative Agent or the Collateral Agent pursuant to pay this Note. Payments under this Section 15.3 shall be made by the Borrower to the Credit Facility applicable Noteholder or applicable Agent, any such sub-agent, or such Related Party, as the case may be, such Xxxxxx’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Credit Facility Agent or any sub-agent thereof in its capacity as such, or against any Related Party of any of the foregoing acting for the Credit Facility Agent benefit of its related Indemnified Party. It is agreed and understood that no Indemnified Party shall be liable to any other party for consequential, punitive, special, indirect or any sub-agent thereof exemplary losses or damages alleged in connection with such capacity. The obligations the Note Documents of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indemnified Party has been advised of the Lenders under this Section 11.07(b) (Indemnification by the Obligors) are subject to the provisions likelihood of Section 2.06 (Funding). The obligations such loss or damage and regardless of the Lenders to make payments pursuant to this Section 11.07(b) (Indemnification by the Obligors) are several and not joint and shall survive the payment in full form of the Loan Obligations and the termination of this Agreement. The failure of any Lender to make payments on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to do soaction. (c) The provisions of this Section 11.07 (Indemnification by the Obligors) shall not supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes).

Indemnification by the Obligors. (a) The ObligorsIn consideration of the execution and delivery of this Note and the other Note Documents by the Agents and the Noteholders and the agreement to extend the Loans provided hereunder, and without duplication of the Borrower’s payment obligations pursuant to Section 14.2, the Obligors hereby agree, jointly and severally, hereby agree to indemnify the Credit Facility indemnify, exonerate and hold each Agent, each Lender, each Issuing Bank, each Coordinating Lead Arranger, each Documentation Bank Noteholder and each Related Party of the officers, directors, managers, partners, employees, Affiliates and agents of each Agent and each Noteholder (each a “Indemnified Party”) free and harmless from and against any and all (A) actions, causes of action and suits, and (B) reasonable and documented losses, liabilities, damages and expenses, including documented expenses and reasonable fees of its outside counsel (collectively, the “Indemnified Liabilities”), incurred by Indemnified Parties or any of them as a result of, or arising out of, or relating to (a) any purchase of assets financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Materials at any property owned or leased by any Obligor, (c) any violation of the foregoing Persons in accordance with Section 12.18 (Other Indemnities) of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, which shall be applied mutatis mutandis to the indemnified parties under this Agreement, as well as any Environmental Laws with respect to reliance conditions at any property owned or leased by any Obligor or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Obligor or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Materials or (e) the execution, delivery, performance or enforcement of this Note or any other Note Document by any Indemnified Party, except to the extent any such indemnified party on each notice purportedly given Indemnified Liabilities result from (i) the applicable Indemnified Party’s (or that of its officers, directors, managers, partners, employees, Affiliates or agents) own gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction or on behalf (ii) in the case of any Indemnified Party other than any Agent, a dispute among Indemnified Parties. For purposes of clarity, the Borrower pursuant Parties hereby confirm and agree that the foregoing indemnity does not apply to Section 11.10 (Notices losses, liabilities, damages and Other Communications). (b) To expenses to the extent relating to equity co-investments made by any Indemnified Party or its Affiliates in any Obligor or its Affiliates. If and to the extent that any Obligor the foregoing undertaking may be unenforceable for any reason fails reason, the Borrower hereby agrees to pay any amount required under Section 12.18 (Other Indemnities) make the maximum contribution to the payment and satisfaction of each of the Common Security and Account Agreement or clause (a) above Indemnified Liabilities which is permissible under applicable Law. For the avoidance of doubt, this Section 14.3 shall not apply with respect to be paid by it to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. All obligations provided for in this Section 14.3 shall survive repayment of the Credit Facility AgentLoans, any sub-agent thereof foreclosure under, or any Related Party of modification, release or discharge of, any or all of the foregoing, each Lender severally agrees Security Instruments and termination of this Note and the resignation or removal of either the Administrative Agent or the Collateral Agent pursuant to pay this Note. Payments under this Section 14.3 shall be made by the Borrower to the Credit Facility applicable Noteholder or applicable Agent, any such sub-agent, or such Related Party, as the case may be, such Xxxxxx’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Credit Facility Agent or any sub-agent thereof in its capacity as such, or against any Related Party of any of the foregoing acting for the Credit Facility Agent benefit of its related Indemnified Party. It is agreed and understood that no Indemnified Party shall be liable to any other party for consequential, punitive, special, indirect or any sub-agent thereof exemplary losses or damages alleged in connection with such capacity. The obligations the Note Documents of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indemnified Party has been advised of the Lenders under this Section 11.07(b) (Indemnification by the Obligors) are subject to the provisions likelihood of Section 2.06 (Funding). The obligations such loss or damage and regardless of the Lenders to make payments pursuant to this Section 11.07(b) (Indemnification by the Obligors) are several and not joint and shall survive the payment in full form of the Loan Obligations and the termination of this Agreement. The failure of any Lender to make payments on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to do soaction. (c) The provisions of this Section 11.07 (Indemnification by the Obligors) shall not supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes).

Indemnification by the Obligors. (a) The ObligorsSubject to the proviso below, the Obligors shall jointly and severallyseverally indemnify each Recipient, hereby agree to indemnify within ten (10) days after demand therefor, for the Credit Facility Agent, each Lender, each Issuing Bank, each Coordinating Lead Arranger, each Documentation Bank and each Related Party full amount of any of the foregoing Persons in accordance with Section 12.18 Indemnified Taxes (Other Indemnities) of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, which shall be applied mutatis mutandis including Indemnified Taxes imposed or asserted on or attributable to the indemnified parties amounts payable under this AgreementSection) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, as well as whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that no Foreign Obligor shall have any liability under this Section 2.16(d) with respect to reliance Indemnified Taxes or Other Taxes attributable to any Obligations of the Borrower or any other Domestic Guarantor. Notwithstanding the preceding sentence, the Obligors shall not be required to indemnify a Recipient pursuant to this Section 2.16(d) for any Indemnified Taxes unless such Recipient (or the Administrative Agent on such Recipient’s behalf) notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than 180 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Recipient for payment of such Indemnified Taxes, and (ii) the date on which such Recipient has made payment of such Indemnified Taxes to the relevant Governmental Authority (except that, if the Indemnified Taxes imposed or asserted giving rise to such claims are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). A certificate as to the amount of such payment or liability delivered to the Borrower by such indemnified party a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on each notice purportedly given by its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. For the Borrower pursuant avoidance of doubt, no Obligor shall be required to Section 11.10 (Notices and Other Communications). (b) To the extent that indemnify any Obligor for any reason fails to pay any amount required under Section 12.18 (Other Indemnities) of the Common Security and Account Agreement or clause (a) above to be paid by it to any of the Credit Facility Agent, any sub-agent thereof or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Credit Facility Agent, any such sub-agent, or such Related Party, as the case may be, such Xxxxxx’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Credit Facility Agent or any sub-agent thereof in its capacity as such, or against any Related Party of any of the foregoing acting for the Credit Facility Agent or any sub-agent thereof in connection with such capacity. The obligations of the Lenders Person under this Section 11.07(b2.16(d) (Indemnification by the Obligors) are subject to the provisions of Section 2.06 (Funding). The obligations of the Lenders to make payments pursuant to this Section 11.07(b) (Indemnification by the Obligors) are several and not joint and shall survive the payment in full of the Loan Obligations and the termination of this Agreement. The failure respect of any Lender to make payments on any date required hereunder shall not relieve any other Lender Indemnified Taxes for which the applicable Recipient has already been compensated by way of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to do so. (c) The provisions of this an increased payment under Section 11.07 (Indemnification by the Obligors) shall not supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes2.16(b).

Indemnification by the Obligors. (a) The ObligorsIn consideration of the execution and delivery of this Agreement by the Agent and the Lenders and the agreement to extend the Commitments provided hereunder, the Obligors hereby agree to, jointly and severally, indemnify, exonerate and hold (x) the Agent and each of its officers, directors, employees, Affiliates and agents (each an "Agent Party") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including reasonable attorneys' fees and charges and allocated costs of staff counsel (collectively, the "Indemnified Liabilities"), incurred by any Agent Party in connection with the execution, delivery, performance, administration or enforcement of this Agreement or any other Loan Document by any of the Agent Parties or the Lender Parties and (y) the Lenders and each of their officers, directors, employees, Affiliates and agents (each a "Lender Party") free and harmless from and against any Indemnified Liabilities incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (i) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any hazardous substance at any property owned or leased by any Credit Party, (ii) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Credit Party or the operations conducted thereon, or (iii) the investigation, cleanup or remediation of offsite locations at which any Credit Party or its predecessors are alleged to have directly or indirectly disposed of hazardous substances, except for any such Indemnified Liabilities arising on account of any such Lender Party's gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Obligors hereby agree to indemnify make the Credit Facility Agent, maximum contribution to the payment and satisfaction of each Lender, each Issuing Bank, each Coordinating Lead Arranger, each Documentation Bank and each Related Party of any of the foregoing Persons in accordance with Section 12.18 (Other Indemnities) of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, Indemnified Liabilities which shall be applied mutatis mutandis to the indemnified parties is permissible under this Agreement, as well as with respect to reliance by such indemnified party on each notice purportedly given by or on behalf of the Borrower pursuant to Section 11.10 (Notices and Other Communications)applicable law. (b) To the extent that any Obligor All obligations provided for any reason fails to pay any amount required under in this Section 12.18 (Other Indemnities) 14.13 shall ------------- survive repayment of the Common Security and Account Agreement or clause (a) above to be paid by it to any Loans, cancellation of the Credit Facility AgentNotes, any sub-agent thereof foreclosure under, or any Related Party modification, release or discharge of any of the foregoing, each Lender severally agrees to pay to the Credit Facility Agent, any such sub-agent, or such Related Party, as the case may be, such Xxxxxx’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Credit Facility Agent or any sub-agent thereof in its capacity as such, or against any Related Party of any of the foregoing acting for the Credit Facility Agent or any sub-agent thereof in connection with such capacity. The obligations of the Lenders under this Section 11.07(b) (Indemnification by the Obligors) are subject to the provisions of Section 2.06 (Funding). The obligations of the Lenders to make payments pursuant to this Section 11.07(b) (Indemnification by the Obligors) are several and not joint and shall survive the payment in full all of the Loan Obligations Documents and the any termination of this Agreement. The failure of any Lender to make payments on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to do so. (c) The provisions of this Section 11.07 (Indemnification by the Obligors) shall not supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes).

Indemnification by the Obligors. Each Obligor shall indemnify each Recipient, within ten (a10) The Obligorsdays after demand therefor, jointly and severally, hereby agree to indemnify for the Credit Facility Agent, each Lender, each Issuing Bank, each Coordinating Lead Arranger, each Documentation Bank and each Related Party full amount of any of the foregoing Persons in accordance with Section 12.18 Indemnified Taxes (Other Indemnities) of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, which shall be applied mutatis mutandis including Indemnified Taxes imposed or asserted on or attributable to the indemnified parties amounts payable under this Agreement, as well as Section) payable or paid by such Recipient with respect to reliance a payment by such indemnified party Obligor, or required to be withheld or deducted from a payment by such Obligor to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Notwithstanding the preceding sentence, the Obligors shall not be required to indemnify a Recipient pursuant to this Section 2.16(d) for any Indemnified Taxes unless such Recipient (or the Administrative Agent on each notice purportedly given such Recipient’s behalf) notifies the Parent of the indemnification claim for such Indemnified Taxes no later than 180 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Recipient for payment of such Indemnified Taxes, and (ii) the date on which such Recipient has made payment of such Indemnified Taxes to the relevant Governmental Authority (except that, if the Indemnified Taxes imposed or asserted giving rise to such claims are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). A certificate as to the amount of such payment or liability delivered to the Parent by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. For the Borrower pursuant avoidance of doubt, no Obligor shall be required to Section 11.10 (Notices and Other Communications). (b) To the extent that indemnify any Obligor for any reason fails to pay any amount required under Section 12.18 (Other Indemnities) of the Common Security and Account Agreement or clause (a) above to be paid by it to any of the Credit Facility Agent, any sub-agent thereof or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Credit Facility Agent, any such sub-agent, or such Related Party, as the case may be, such Xxxxxx’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Credit Facility Agent or any sub-agent thereof in its capacity as such, or against any Related Party of any of the foregoing acting for the Credit Facility Agent or any sub-agent thereof in connection with such capacity. The obligations of the Lenders Person under this Section 11.07(b2.16(d) (Indemnification by the Obligors) are subject to the provisions of Section 2.06 (Funding). The obligations of the Lenders to make payments pursuant to this Section 11.07(b) (Indemnification by the Obligors) are several and not joint and shall survive the payment in full of the Loan Obligations and the termination of this Agreement. The failure respect of any Lender to make payments on any date required hereunder shall not relieve any other Lender Indemnified Taxes for which the applicable Recipient has already been compensated by way of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to do so. (c) The provisions of this an increased payment under Section 11.07 (Indemnification by the Obligors) shall not supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes2.16(b).