Common use of Indemnification; Exoneration Clause in Contracts

Indemnification; Exoneration. In consideration of the execution and delivery of this Agreement by the Administrative Agent and the Banks, each Borrower, jointly and severally, will defend, indemnify, exonerate and hold harmless each Bank, the Fronting Bank, the Swingline Bank, the Administrative Agent, the Documentation Agent, the Syndication Agent and their affiliates and each of their respective officers, directors, stockholders, affiliates, trustees, employee and agents, and each other Person, if any, controlling such Bank or any of its affiliates (herein collectively called the "Indemnitees") from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation reasonable counsel fees and disbursements incurred in the investigation and defense of claims and actions (herein collectively called the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of or relating to the execution, delivery, performance or enforcement of this Agreement, the Notes, or any other Facility Document, or any instrument or document contemplated hereby or thereby by any of the Indemnitees, or the actual or proposed use of the proceeds of the Loans or by any act, event or transaction related or attendant thereto or contemplated hereby or thereby, or any action or inaction by any Indemnitee under or in connection therewith, or the falseness of any representation or warranty made by or on behalf of a Borrower, except for any Indemnified Liabilities that are finally judicially determined to have resulted from any Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of each Borrower under this Section 13.8 shall be in addition to any liability that such Borrower may otherwise have and shall survive the payment or prepayment in full or transfer of any Note, the termination of the Banks' Commitments and obligations hereunder and the enforcement of any provision hereof or thereof.

Indemnification; Exoneration. (a) In consideration of addition to amounts payable as elsewhere provided in this Agreement, the execution and delivery of this Agreement by the Administrative Agent and the Banks, each Borrower, jointly and severally, will defendBorrower hereby agrees to protect, indemnify, exonerate pay and hold save harmless each Bank, the Fronting Bank, the Swingline Bank, the Administrative Agent, the Documentation Agent, the Syndication Agent and their affiliates each Lender and each of their respective officers, directors, stockholders, affiliates, trustees, employee and agents, and each other Person, if any, controlling such Bank or any of its affiliates (herein collectively called the "Indemnitees") Issuing Lender from and against any and all actions, causes of action, suits, losses, liabilities and damagescosts which the Agent, and expenses in connection therewithany Lender or any Issuing Lender may incur or be subject to as a consequence, including without limitation reasonable counsel fees and disbursements incurred direct or indirect, of (i) the issuance of any Letter of Credit other than, in the investigation and defense case of claims and actions (herein collectively called the "Indemnified Liabilities")Issuing Lender thereof, incurred by the Indemnitees or any of them as a result of its Gross Negligence or willful misconduct as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the Issuing Lender of such Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"). (b) As among the Borrower, the Lenders, the Issuing Lenders and the Agent, the Borrower assumes all risks of the acts and omissions of, or arising out misuse of or relating such Letter of Credit by, the beneficiary of any Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the execution, delivery, performance or enforcement provisions of this Agreementthe Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, the NotesIssuing Lender of a Letter of Credit, the Agent and the Lenders shall not be responsible (in the absence of Gross Negligence or willful misconduct in connection therewith as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any other Facility Document, loss or delay in the transmission or otherwise of any instrument document required in order to make a drawing under any Letter of Credit or document contemplated hereby or thereby by any of the Indemnitees, or the actual or proposed use of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit or the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Loans or by Agent, the Issuing Lender of the Letter of Credit and the Lenders including, without limitation, any actGovernmental Acts. None of the above shall affect, event or transaction related or attendant thereto or contemplated hereby or therebyimpair, or any action or inaction by any Indemnitee under or in connection therewith, or prevent the falseness vesting of any representation Issuing Lender's rights or warranty made by or on behalf of a Borrower, except for any Indemnified Liabilities that are finally judicially determined to have resulted from any Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of each Borrower powers under this Section 13.8 shall be in addition to any liability that such Borrower may otherwise have and shall survive the payment or prepayment in full or transfer of any Note, the termination of the Banks' Commitments and obligations hereunder and the enforcement of any provision hereof or thereofSECTION 2.26.

Indemnification; Exoneration. (A) In consideration of the execution and delivery of addition to amounts payable as elsewhere provided in this Agreement by the Administrative Agent and the BanksArticle III, each Borrower, jointly and severally, will defendBorrower hereby agrees to protect, indemnify, exonerate pay and hold save harmless each Bank, the Fronting Bank, the Swingline Bank, the Administrative Agent, the Documentation Agent, the Syndication Agent and their affiliates Issuing Bank and each of their respective officers, directors, stockholders, affiliates, trustees, employee and agents, and each other Person, if any, controlling such Bank or any of its affiliates (herein collectively called the "Indemnitees") Lender from and against any and all actions, causes of action, suits, losses, liabilities and damagescosts which the Administrative Agent, and expenses in connection therewiththe Issuing Bank or such Lender may incur or be subject to as a consequence, including without limitation reasonable counsel fees and disbursements incurred direct or indirect, of (i) the issuance of any Letter of Credit other than, in the investigation and defense case of claims and actions (herein collectively called the "Indemnified Liabilities")Issuing Bank, incurred by the Indemnitees or any of them as a result of, or arising out of or relating to the execution, delivery, performance or enforcement of this Agreement, the Notes, or any other Facility Document, or any instrument or document contemplated hereby or thereby by any of the Indemnitees, or the actual or proposed use of the proceeds of the Loans or by any act, event or transaction related or attendant thereto or contemplated hereby or thereby, or any action or inaction by any Indemnitee under or in connection therewith, or the falseness of any representation or warranty made by or on behalf of a Borrower, except for any Indemnified Liabilities that are finally judicially determined to have resulted extent resulting from any Indemnitee's its gross negligence or willful misconduct, or (ii) the failure of the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (B) As among the Borrowers, the Lenders, the Administrative Agent and if the Issuing Bank, the Borrowers assume all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the extent that provisions of the foregoing may be unenforceable Letter of Credit applications and Letter of Credit reimbursement agreements executed by any Borrower at the time of request for any reasonLetter of Credit, each Borrower hereby agrees to make neither the maximum contribution to Administrative Agent, the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of each Borrower under this Section 13.8 Issuing Bank nor any Lender shall be responsible (in addition to any liability that such Borrower may otherwise have and shall survive the payment absence of gross negligence or prepayment willful misconduct in full connection therewith): (i) for the form, validity, sufficiency, accuracy, genuineness or transfer legal effect of any Notedocument submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the termination of the Banks' Commitments and obligations hereunder and the enforcement validity or sufficiency of any provision hereof instrument transferring or thereof.assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds 51

Indemnification; Exoneration. (A) In consideration of addition to amounts payable as ----------------------------- elsewhere provided in this Article III, the execution and delivery of this Agreement by the Administrative Agent and the BanksBorrower hereby agrees to protect, each Borrower, jointly and severally, will defend, ----------- indemnify, exonerate pay and hold save harmless each Bank, the Fronting Bank, the Swingline Bank, the Administrative Agent, the Documentation Agent, the Syndication Agent and their affiliates each Issuing Bank and each of their respective officers, directors, stockholders, affiliates, trustees, employee and agents, and each other Person, if any, controlling such Bank or any of its affiliates (herein collectively called the "Indemnitees") Lender from and against any and all actions, causes of action, suits, losses, liabilities and damagescosts which the Administrative Agent, and expenses in connection therewithsuch Issuing Bank or such Lender may incur or be subject to as a consequence, including without limitation reasonable counsel fees and disbursements incurred direct or indirect, of (i) the issuance of any Letter of Credit other than, in the investigation and defense case of claims and actions (herein collectively called the "Indemnified Liabilities")such Issuing Bank, incurred by the Indemnitees or any of them as a result of, or arising out of or relating to the execution, delivery, performance or enforcement of this Agreement, the Notes, or any other Facility Document, or any instrument or document contemplated hereby or thereby by any of the Indemnitees, or the actual or proposed use of the proceeds of the Loans or by any act, event or transaction related or attendant thereto or contemplated hereby or thereby, or any action or inaction by any Indemnitee under or in connection therewith, or the falseness of any representation or warranty made by or on behalf of a Borrower, except for any Indemnified Liabilities that are finally judicially determined to have resulted from any Indemnitee's its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental ------- -------- Authority (all such acts or omissions herein called "Governmental Acts"). (B) As among the Borrower, the Lenders, the Administrative Agent and if each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the extent that provisions of the foregoing Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be unenforceable invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, each Borrower hereby agrees omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make the maximum contribution to the payment and satisfaction a drawing under any Letter of each Credit or of the Indemnified Liabilities that is permissible proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under applicable lawsuch Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Lenders, including, without limitation, any Governmental Acts. The obligations None of each Borrower the above shall affect, impair, or prevent the vesting of any Issuing Bank's rights or powers under this Section 13.8 ------- 3.10. ---- (C) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall be not, in addition the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any liability that such Person. (D) Without prejudice to the survival of any other agreement of the Borrower may otherwise have hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment or prepayment in full or transfer of any Noteprincipal and interest ------------- hereunder, the termination of the Banks' Commitments and obligations hereunder Letters of Credit and the enforcement termination of any provision hereof or thereofthis Agreement.

Indemnification; Exoneration. (a) In consideration of the execution and delivery of this Agreement by the Administrative Agent and the Banks, each Borrower, the Borrowers jointly and severally, severally will defend, indemnify, exonerate and hold harmless each BankBank (whether acting as a Bank or in any other capacity), the Fronting Bank, the Swingline Bank, the Administrative Agent, the Documentation Agent, the Syndication Agent and their affiliates Affiliates and each of their respective officers, directors, stockholders, affiliates, trustees, employee and agents, and each other Person, if any, controlling such Bank or any of its affiliates Affiliates (herein collectively called the "Indemnitees") from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation reasonable counsel fees and disbursements incurred in the investigation and defense of claims and actions (herein collectively called the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of or relating to the execution, delivery, performance or enforcement of this Agreement, the Notes, or any other Facility Document, or any instrument or document contemplated hereby or thereby by any of the Indemnitees, or the actual or proposed use of the proceeds of the Loans or by any act, event or transaction related or attendant thereto or contemplated hereby or thereby, or any action or inaction by any Indemnitee under or in connection therewith, or the falseness of any representation or warranty made by or on behalf of a Borrowerthe Borrowers or the Stockholder, except for any Indemnified Liabilities that are finally judicially determined to have resulted from the any Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing may be unenforceable for any reason, each Borrower the Borrowers hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the -64- 71 Indemnified Liabilities that is permissible under applicable law. The obligations of each Borrower the Borrowers under this Section 13.8 11.8 shall be in addition to any liability that such Borrower the Borrowers may otherwise have and shall survive the payment or prepayment in full or transfer of any Note, the termination of the Banks' Commitments and Bank's obligations hereunder and the enforcement of any provision hereof or thereof.

Indemnification; Exoneration. (A) In consideration of addition to amounts payable as ----------------------------- elsewhere provided in this Article III, the execution and delivery of this Agreement by the Administrative Agent and the BanksBorrower hereby agrees to protect, each Borrower, jointly and severally, will defend, ----------- indemnify, exonerate pay and hold save harmless each Bank, the Fronting Bank, the Swingline Bank, the Administrative Agent, the Documentation Agent, the Syndication Agent and their affiliates each Issuing Bank and each of their respective officers, directors, stockholders, affiliates, trustees, employee and agents, and each other Person, if any, controlling such Bank or any of its affiliates (herein collectively called the "Indemnitees") Lender from and against any and all actions, causes of action, suits, losses, liabilities and damagescosts which the Administrative Agent, and expenses in connection therewithsuch Issuing Bank or such Lender may incur or be subject to as a consequence, including without limitation reasonable counsel fees and disbursements incurred direct or indirect, of (i) the issuance of any Letter of Credit other than, in the investigation and defense case of claims and actions (herein collectively called the "Indemnified Liabilities")such Issuing Bank, incurred by the Indemnitees or any of them as a result of, or arising out of or relating to the execution, delivery, performance or enforcement of this Agreement, the Notes, or any other Facility Document, or any instrument or document contemplated hereby or thereby by any of the Indemnitees, or the actual or proposed use of the proceeds of the Loans or by any act, event or transaction related or attendant thereto or contemplated hereby or thereby, or any action or inaction by any Indemnitee under or in connection therewith, or the falseness of any representation or warranty made by or on behalf of a Borrower, except for any Indemnified Liabilities that are finally judicially determined to have resulted from any Indemnitee's its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental ------- -------- Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"). (B) As among the Borrower, the Lenders, the Administrative Agent and if each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the extent that provisions of the foregoing Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be unenforceable invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, each Borrower hereby agrees omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make the maximum contribution to the payment and satisfaction a drawing under any Letter of each Credit or of the Indemnified Liabilities that is permissible proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under applicable lawsuch Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Lenders, including, without limitation, any Governmental Acts. The obligations None of each Borrower the above shall affect, impair, or prevent the vesting of any Issuing Bank's rights or powers under this Section 13.8 ------- 3.10. ---- (C) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall be not, in addition the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any liability that such Person. (D) Without prejudice to the survival of any other agreement of the Borrower may otherwise have hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment or prepayment in full or transfer of any Noteprincipal and interest ------------- hereunder, the termination of the Banks' Commitments and obligations hereunder Letters of Credit and the enforcement termination of any provision hereof or thereof.this Agreement. 3.11

Indemnification; Exoneration. In consideration of the execution and delivery of this Agreement by the Administrative Agent and the Banks, each Borrower, jointly and severally, will defend, indemnify, exonerate and hold harmless each Bank, the Fronting Bank, the Swingline Bank, the Administrative Agent, the Documentation Agent, the Syndication Agent and their affiliates and each of their respective officers, directors, stockholders, affiliates, trustees, employee and agents, and each other Person, if any, controlling such Bank or any of its affiliates (herein collectively called the "Indemnitees") from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation reasonable counsel fees and disbursements incurred in the investigation and defense of claims and actions (herein collectively called the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of or relating to the execution, delivery, performance or enforcement of this Agreement, the Notes, or any other Facility Document, or any instrument or document contemplated hereby or thereby by any of the Indemnitees, or the actual or proposed use of the proceeds of the Loans or by any act, event or transaction related or attendant thereto or contemplated hereby or thereby, or any action or inaction by any Indemnitee under or in connection therewith, or the falseness of any representation or warranty made by or on behalf of a Borrower, except for any Indemnified Liabilities that are finally judicially determined to have resulted from the any Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of each Borrower under this Section 13.8 shall be in addition to any liability that such Borrower may otherwise have and shall survive the payment or prepayment in full or transfer of any Note, the termination of the Banks' Commitments and obligations hereunder and the enforcement of any provision hereof or thereof.