Common use of Indemnification of Administrative Agent and Collateral Agent Clause in Contracts

Indemnification of Administrative Agent and Collateral Agent. (a) Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section 11.6(a) shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section 11.6(a), the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Administrative Agent and Collateral Agent. (a) Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Credit Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share Credit Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section 11.6(a) shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section 11.6(a)Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Administrative Agent and Collateral Agent. (a) Each Lender agrees to Whether ------------------------------------------------------------ or not the transactions contemplated hereby are consummated, Banks shall indemnify the upon demand each Administrative Agent Agent-Related Person and each Collateral Agent-Related Person (to the extent not reimbursed by the or on behalf of any Borrower Party and without limiting the obligation of the any Borrower Party to do so) pro rata in accordance with such Lender’s respective Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), pro rata, and hold harmless each Administrative Agent Related Person and each Collateral Agent-Related Person from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, Indemnified Liabilities incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”)it; provided, however, that no Lender Bank shall be liable for -------- ------- the payment to any Administrative Agent-Related Person or any Collateral Agent- Related Person of any portion of such Indemnifiable Amounts to the extent Indemnified Liabilities resulting from the Administrative Agent’s such Person's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct; provided, however, that no -------- ------- action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality limitation of the foregoing, each Lender agrees to Bank shall reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly Collateral Agent upon demand for its ratable share of any out-costs or out- of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative AgentProfessional Costs) incurred by the Administrative Agent and Collateral Agent in connection with the preparation, negotiationexecution, executiondelivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings, proceedings or otherwise) of, or financial or legal advice with in respect to the of rights or responsibilities of the parties under, the Loan Documentsthis Agreement, any suit other Loan Document, or action brought any document contemplated by or referred to herein, to the extent that Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Collateral Agent is not entitled to indemnification hereunder upon receipt reimbursed for such expenses by or on behalf of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnificationCompany. The agreements undertaking in this Section 11.6(a) shall survive the payment of the Loans and all other amounts payable Obligations hereunder or under the other Loan Documents and the termination resignation or replacement of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section 11.6(a), the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentor Collateral Agent.

Indemnification of Administrative Agent and Collateral Agent. (a) Each Lender agrees to Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify the Administrative Agent upon demand each Agent-Related Person and each Syndication Agent-Related Person (to the extent not reimbursed by the Borrower or on behalf of any Credit Party and without limiting the obligation of the Borrower any Credit Party to do so) pro rata in accordance with such Lender’s respective Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), pro rata, and hold harmless each Agent-Related Person and each Syndication Agent-Related Person from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, Indemnified Liabilities incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”)it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person or any Syndication Agent-Related Person of any portion of such Indemnifiable Amounts to the extent Indemnified Liabilities resulting from the Administrative Agent’s such Person's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct; providedprovided further, however, that no action taken in accordance with the directions of the Requisite Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 12.7. Without limiting the generality limitation of the foregoing, each Lender agrees to shall reimburse the Administrative Agent (to and the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the reasonable fees and expenses of the counsel to for the Administrative Agent and the Collateral Agent) incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, negotiationexecution, executiondelivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings, proceedings or otherwise) of, or legal advice with in respect to the of rights or responsibilities of the parties under, the Loan Documentsthis Agreement, any suit other Loan Document, or action brought any document contemplated by or referred to herein, to the extent that the Administrative Agent to enforce or the terms Collateral Agent, as applicable, is not reimbursed for such expenses by or on behalf of SEI. The undertaking in this Section 12.7 shall continue in effect notwithstanding the Loan Documents and/or collect any Obligations, any “lender liability” suit Facility Termination Date and the resignation or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request replacement of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section 11.6(a) shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section 11.6(a), the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentCollateral Agent.

Indemnification of Administrative Agent and Collateral Agent. (a) Each Lender agrees to Whether ------------------------------------------------------------ or not the transactions contemplated hereby are consummated, Banks shall indemnify the upon demand each Administrative Agent Agent-Related Person and each Collateral Agent-Related Person (to the extent not reimbursed by the or on behalf of any Borrower Party and without limiting the obligation of the any Borrower Party to do so) pro rata in accordance with such Lender’s respective Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), pro rata, and hold harmless each Administrative Agent Related Person and each Collateral Agent-Related Person from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, Indemnified Liabilities incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”)it; provided, however, that no Lender Bank shall be liable for -------- ------- the payment to any Administrative Agent-Related Person or any Collateral Agent- Related Person of any portion of such Indemnifiable Amounts to the extent Indemnified Liabilities resulting from the Administrative Agent’s such Person's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct; provided, however, that no -------- ------- action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality limitation of the foregoing, each Lender agrees to Bank shall reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative AgentProfessional Costs) incurred by the Administrative Agent and Collateral Agent in connection with the preparation, negotiationexecution, executiondelivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings, proceedings or otherwise) of, or financial or legal advice with in respect to the of rights or responsibilities of the parties under, the Loan Documentsthis Agreement, any suit other Loan Document, or action brought any document contemplated by or referred to herein, to the extent that Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Collateral Agent is not entitled to indemnification hereunder upon receipt reimbursed for such expenses by or on behalf of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnificationCompany. The agreements undertaking in this Section 11.6(a) shall survive the payment of the Loans and all other amounts payable Obligations hereunder or under the other Loan Documents and the termination resignation or replacement of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section 11.6(a), the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentor Collateral Agent.

Indemnification of Administrative Agent and Collateral Agent. (a) Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such LenderLxxxxx’s respective Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender Lxxxxx agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section 11.6(a) shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section 11.6(a), the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.