Common use of Indemnification of Administrative Agent Clause in Contracts

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereofCredit Parties, the Lenders each Lender will reimburse and indemnify the Administrative Agent Agent, ratably according to the respective amounts of the Loans outstanding under all Facilities (and any Affiliate thereof) or if no amounts are outstanding, ratably in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) accordance with the aggregate Commitments), in either case, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of whatsoever any kind or nature whatsoever which may be imposed on, incurred by or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or hereunder, in any way relating to or arising out of this Agreement or any the other Loan DocumentCredit Documents; provided that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) 's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and Each Lender agrees to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent and its officers, directors, employees, representatives and agents (to the extent not reimbursed by Loan Parties and any Affiliate thereof) without limiting the obligation of Loan Parties to do so), ratably in proportion to accordance with their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever any kind or nature which whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Administrative Agent in its capacity as Administrative Agent or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder such Person as a result of, or under any other Loan Document arising out of, or in any way relating related to or arising out by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other Loan Document; provided that no Lender shall be liable for document furnished in connection herewith (but excluding any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Agent’s (or such affiliate’s) bad faith, fraud, gross negligence or willful misconduct (of the Administrative Agent or such Person as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction).

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and Each Bank agrees to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their the extent not reimbursed by or on behalf of the Borrower), ratably according to the respective Applicable Percentages principal amounts held by it (determined as or if there were no Defaulting Lenders) for Advances are then outstanding, each Bank shall indemnify the Administrative Agent ratably according to the amount of its Bank Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever any kind or nature which whatsoever that may be imposed on, incurred by, or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or the other Transaction Documents or any action taken or omitted by the Administrative Agent under this Agreement or the other Loan Document; Transaction Documents, provided that no Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereofCredit Parties, the Lenders each Lender will reimburse and indemnify the Administrative Agent Agent, ratably according to the respective amounts of the Revolving Loans outstanding under all Facilities (and any Affiliate thereof) or if no amounts are outstanding, ratably in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) accordance with the Total Commitments), in either case, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of whatsoever any kind or nature whatsoever which may be imposed on, incurred by or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or hereunder, in any way relating to or arising out of this Agreement or any the other Loan DocumentCredit Documents; provided that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) 's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Indemnification of Administrative Agent. To the extent that The Lenders hereby agree to indemnify the Administrative Agent Agent, the LC Issuer and any Related Party, as the case may be (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and to the extent required not reimbursed by Section 9.03(b) hereofthe Loan Parties and without limiting the obligations of Loan Parties hereunder), the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion ratably according to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever any kind or nature which whatsoever that may be imposed on, incurred by, or asserted against or incurred by any of the Administrative Agent (Agent, the LC Issuer or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or Related Party in any way relating to or arising out of this Agreement or any other Loan DocumentDocument or any action taken or omitted to be taken by any of the Administrative Agent, the LC Issuer or any Related Party in connection therewith; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (of the Administrative Agent, the LC Issuer or any Related Party as determined by a court of competent jurisdiction in a final and non-appealable decision)judgment of a court of competent jurisdiction.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and Each Committed Lender severally agrees to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their the extent not reimbursed by the Transaction Parties), ratably based on the Commitment of such Committed Lender (or, if the Commitments have terminated, ratably according to the respective Applicable Percentages (determined as if there were no Defaulting Lenders) for Commitment of such Committed Lender immediately prior to such termination), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever any kind or nature whatsoever which may be imposed on, incurred by, or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) 's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).. 157

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and Each Non-Conduit Lender agrees to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) to the extent not reimbursed by the Borrower), ratably in proportion to accordance with the aggregate principal amount of the outstanding Advances made by the Non-Conduit Lenders (or, if no Advances are at the time outstanding, ratably in accordance with their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for Non-Conduit Lender Commitments), from and against any and all 105 liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever any kind or nature whatsoever which may be imposed on, incurred by, or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided provided, that no such Non-Conduit Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and Each Bank agrees to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their the extent not reimbursed by or on behalf of the Borrower), ratably according to the respective Applicable Percentages principal amounts held by it (determined as or if there were no Defaulting Lenders) for Advances are then outstanding, each Bank shall indemnify the Administrative Agent ratably according to the amount of its Bank Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever any kind or nature which whatsoever that may be imposed on, incurred by, or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or the other Transaction Documents or any action taken or omitted by the Administrative Agent under this Agreement or the other Loan Document; Transaction Documents, provided that no Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) 's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and Each Committed Purchaser agrees to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and to the extent not reimbursed by the Seller or any Affiliate thereof) in proportion ), ratably according to their the respective Applicable Percentages (determined as if there were no Defaulting Lenders) for Percentage of such Committed Purchaser, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever any kind or nature whatsoever which may be imposed onON, asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan DocumentINCURRED 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 Lender Committed Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower Borrowers in accordance with and to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Indemnification of Administrative Agent. To The Administrative Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement, unless indemnified to its reasonable satisfaction by the extent that Banks against loss, cost, liability and expense. If any indemnity furnished to the Administrative Agent (or any Affiliate thereof) shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereofgiven. In addition, the Lenders will reimburse and Banks agree to indemnify the Administrative Agent (and any Affiliate thereof) in proportion to the extent not reimbursed by the Company), ratably according to the respective principal amounts of the Loans then held by each of them (or if no Loans are at the time outstanding, ratably according to the respective amounts of their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever any kind or nature whatsoever which may be imposed on, incurred by, or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) 's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)wilful misconduct.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereofCredit Parties, the Lenders each Lender will reimburse and indemnify the Administrative Agent Agent, ratably according to the respective amounts of 50 57 the Loans outstanding under all Facilities (and any Affiliate thereof) or if no amounts are outstanding, ratably in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) accordance with the Total Commitments), in either case, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of whatsoever any kind or nature whatsoever which may be imposed on, incurred by or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or hereunder, in any way relating to or arising out of this Agreement or any the other Loan DocumentCredit Documents; provided that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) 's gross negligence or willful misconduct (as determined and provided further that if the Administrative Agent receives payment from a Credit Party in respect of any amount previously paid to Administrative Agent by a court Lender pursuant to this Section 10.6, the Administrative Agent shall pay to any such Lender its ratable portion of competent jurisdiction in a final and non-appealable decision)such payment.

Indemnification of Administrative Agent. To the extent that --------------------------------------- the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereofCredit Parties, the Lenders each Lender will reimburse and indemnify the Administrative Agent Agent, ratably according to the respective amounts of the Line of Credit Loans outstanding under all Facilities (and any Affiliate thereof) or if no amounts are outstanding, ratably in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) accordance with the Total Commitments), in either case, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of whatsoever any kind or nature whatsoever which may be imposed on, incurred by or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or hereunder, in any way relating to or arising out of this Agreement or any the other Loan DocumentCredit Documents; provided that no Lender shall be liable to the Administrative -------- Agent for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) 's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The Arrangers shall have no duties or responsibilities hereunder in their respective capacities as such.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and (including any amounts required to the extent required by be paid under Section 9.03(b9.3(a) hereofor (b)), the Lenders each Lender will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) Agent, in proportion to their respective its aggregate Applicable Percentages (determined as if there were no Defaulting Lenders) Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of whatsoever any kind or nature whatsoever which may be imposed on, incurred by or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or hereunder, in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from to the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined extent they are found by a non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision)to arise from (i) the wilful misconduct, bad faith or gross negligence of the Administrative Agent (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or (ii) the Administrative Agent’s wilful breach of express duties or obligations under this Agreement or the other Loan Documents.

Indemnification of Administrative Agent. To The Administrative Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement, unless indemnified to its satisfaction by the extent that Lenders against loss, cost, liability and expense. If any indemnity furnished to the Administrative Agent (or any Affiliate thereof) shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereofgiven. In addition, the Lenders will reimburse and agree to indemnify the Administrative Agent (and any Affiliate thereof) in proportion to the extent not reimbursed by the Company), ratably according to the respective principal amounts of the Loans then held by each of them (or if no Loans are at the time outstanding, ratably according to the respective amount of their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever any kind or nature whatsoever which may be imposed on, incurred by, or asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement Agreement, or any other Loan Documentaction taken or omitted by the Administrative Agent under this Agreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) 's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and The Lenders hereby agree to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion Related Party, as the case may be (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever any kind or nature which whatsoever that may be imposed on, incurred by, or asserted against or incurred by any of the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or Related Party in any way relating to or arising out of this Agreement or any other Loan DocumentDocument or any action taken or omitted to be taken by any of the Administrative Agent or any Related Party in connection therewith; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (of the Administrative Agent or any Related Party as determined by a court of competent jurisdiction in a final and non-appealable decision)judgment of a court of competent jurisdiction.

Indemnification of Administrative Agent. To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereof, the Lenders will severally and not jointly reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).