Common use of Indemnification of Administrative Agent Clause in Contracts

Indemnification of Administrative Agent. Each Committed Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Purchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower Seller or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed LenderPurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Bank agrees to indemnify the Administrative Agent, solely in its capacity as Administrative Agent (to the extent not reimbursed by or on behalf of the Borrower or any Affiliate thereofSeller), ratably according to the its respective Pro Rata Percentage of such Committed LenderBank Commitment, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any the other Transaction Document transactions related hereto or any action taken or omitted by the Administrative Agent under this Agreement or any the other Transaction Document; transaction related hereto, provided that no Committed Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed To the extent the Administrative Agent is not reimbursed and indemnified by the Borrower, each Lender agrees to shall reimburse and indemnify the Administrative Agent (Agent, in proportion to the extent not reimbursed by the Borrower or any Affiliate thereof)its aggregate Applicable Percentage, ratably according to the respective Pro Rata Percentage of such Committed Lender, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against the Administrative Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Loan Document; provided that no Committed Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Purchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower Seller or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed LenderPurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Bank agrees to indemnify the Administrative Agent (to the extent not reimbursed by or on behalf of the Borrower or any Affiliate thereofBorrower), ratably according to the respective Pro Rata Percentage principal amounts held by it (or if no Advances are then outstanding, each Bank shall indemnify the Administrative Agent ratably according to the amount of such Committed Lenderits Bank Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any the other Transaction Document Documents or any action taken or omitted by the Administrative Agent under this Agreement or any the other Transaction Document; Documents, provided that no Committed Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed To the extent the Administrative Agent is not reimbursed and indemnified by the Credit Parties, each Lender agrees to will reimburse and indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof)on a pro-rata basis, ratably according to the respective Pro Rata Percentage of such Committed Lender, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against the Administrative Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted and by reason of the ordinary negligence of the Administrative Agent under this Agreement or any other Transaction DocumentAgent; provided that provided, that, no Committed Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from from, as to the Administrative Agent, the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Xxxxxx agrees to indemnify the Administrative Agent on demand (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Xxxxxx agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender agrees to The Lenders shall indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereofLoan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to the respective Pro Rata Percentage of such Committed Lendertheir Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, or Credit Agreement (Euro) asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Loan Document or any action taken or omitted to be taken by the Administrative Agent under this Agreement or any other Transaction Documentin connection therewith; provided provided, that no Committed Lender shall be liable under this Section 9.13 for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconductmisconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Administrative Agent. Each Committed Lender agrees to The Lenders shall indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereofLoan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to the respective Pro Rata Percentage of such Committed Lendertheir Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Loan Document or any action taken or omitted to be taken by the Administrative Agent under this Agreement or any other Transaction Documentin connection therewith; provided provided, that no Committed Lender shall be liable under this Section 9.13 for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconductmisconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Administrative Agent. Each Committed Lender Xxxxxx agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed To the extent the Administrative Agent is not reimbursed and indemnified by the Credit Parties, each Lender agrees to will reimburse and indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof)Agent, ratably pro rata according to the respective Pro Rata Percentage of such Committed Lender's proportionate Total Exposure Amount, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, claims, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against the Administrative Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any the other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction DocumentCredit Documents; provided that no Committed Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Bank agrees to indemnify the Administrative Agent (to the extent not reimbursed by or on behalf of the Borrower or any Affiliate thereofBorrower), ratably according to the respective Pro Rata Percentage principal amounts held by it (or if no Advances are then outstanding, each Bank shall indemnify the Administrative Agent ratably according to the amount of such Committed Lenderits Bank Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any the other Transaction Document Documents or any action taken or omitted by the Administrative Agent under this Agreement or any the other Transaction Document; Documents, provided that no Committed Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Xxxxxx agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent, in its capacity as Administrative Agent and not as a Lender, in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Purchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereofTransaction Parties), ratably according to the respective Pro Rata Percentage of such Committed LenderPurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; , provided that no Committed Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed To the extent the Administrative Agent is not reimbursed and indemnified by the Company, each Lender agrees to will reimburse and indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof)Agent, ratably pro rata according to the respective Pro Rata such Lender's Percentage of such Committed Lenderthe Commitment Amount, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, claims, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against the Administrative Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any the other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction DocumentCredit Documents; provided that no Committed Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Purchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower Sellers or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed LenderPurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage Commitment (or after the Termination Date, Capital) of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Purchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower Sellers or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed LenderPurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.. 110

Indemnification of Administrative Agent. Each Committed Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent, in its capacity as Administrative Agent and not as a Lender, in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Purchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower Issuer or any Affiliate thereofthereof and without limiting the obligations, if any, of the Issuer or any Affiliate to do so), ratably according to the respective Pro Rata Percentage of such Committed LenderPurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, 77 penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Bank agrees to indemnify the Administrative Agent (to the extent not reimbursed by or on behalf of the Borrower or any Affiliate thereofBorrower), ratably according to the respective Pro Rata Percentage principal amounts held by it (or if no Advances are then outstanding, each Bank shall indemnify the Administrative Agent ratably according to the amount of such Committed Lenderits Bank Commitment), from and against any and all 77 liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any the other Transaction Document Documents or any action taken or omitted by the Administrative Agent under this Agreement or any the other Transaction Document; Documents, provided that no Committed Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed To the extent the Administrative Agent is not reimbursed and indemnified by the Borrower, each Lender agrees to will reimburse and indemnify the Administrative Agent (Agent, in proportion to the extent not reimbursed by the Borrower or any Affiliate thereof)its aggregate Applicable Percentage, ratably according to the respective Pro Rata Percentage of such Committed Lender, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against the Administrative Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Loan Document; provided that no Committed Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Xxxxxx agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, Error! Unknown document property name. losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender Xxxxxxxxx agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower Seller or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed LenderPurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed To the extent the Administrative Agent is not reimbursed and indemnified by the Borrower, each Lender agrees to shall reimburse and indemnify the Administrative Agent (Agent, in proportion to the extent not reimbursed by the Borrower or any Affiliate thereof)its aggregate Applicable Percentage, ratably according to the respective Pro Rata Percentage of such Committed Lender, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against the Administrative Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Loan Document; provided that no Committed Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or willful misconduct.. Tahoe Resources Inc. - Credit Agreement

Indemnification of Administrative Agent. Each Committed Lender Purchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower Seller or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed LenderPurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed 748740795 18564151 on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct. SECTION 10.05.

Indemnification of Administrative Agent. Each Committed Lender Purchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower Seller or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed LenderPurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct. Section 11.05.

Indemnification of Administrative Agent. Each Committed Lender Purchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereofTransaction Parties), ratably according to the respective Pro Rata Percentage of such Committed LenderPurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; , provided that no Committed Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Indemnification of Administrative Agent. Each Committed Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Pro Rata Percentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (i) resulting from the Administrative Agent’s gross negligence or willful misconductmisconduct or (ii) to the extent already paid by such Committed Lender pursuant to terms of this Agreement.

Indemnification of Administrative Agent. Each Committed Lender Bank agrees to indemnify the Administrative Agent (to the extent not reimbursed by or on behalf of the Borrower or any Affiliate thereofSellers), ratably according to the respective Pro Rata Percentage principal amounts held by it (or if no Purchases are then outstanding, each Bank shall indemnify the Administrative Agent ratably according to the amount of such Committed Lenderits Bank Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any the other Transaction Document Documents or any action taken or omitted by the Administrative Agent under this Agreement or any the other Transaction Document; Documents, provided that no Committed Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.