Common use of Indemnification of Agent Indemnitees Clause in Contracts

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receiver, trustee, debtor in possession, monitor or other Person on account of any alleged preference or fraudulent transfer received, or alleged to have been received from any Borrower as the result of any transaction under the Credit Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s Pro Rata share. 13.6.3. Without limiting the generality off the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower or by any other Person claiming by, through or under a Borrower, to recover damages for any act taken or, omitted by any Agent or any Collateral Agent under any of the Credit Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any Borrower, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this AgreementObligors, but without limiting the indemnification obligation obligations of Borrowers Obligors under this Agreementany of the Loan Documents), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers Obligors are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect pursuant to Letters of Credit) Section 3.4.2 or the enforcement of any of the terms hereof or thereof or of any such other documents; provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result from the willful misconduct or gross negligence of such Agent IndemniteeLoan Documents). 13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from any Borrower or any other Obligor as the result of any transaction under the Credit Loan Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s Pro Rata share. 13.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Loan Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Loan Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY BORROWERS (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this AgreementBUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF BORROWERS UNDER ANY LOAN DOCUMENTS), on a Pro Rata basisON A PRO RATA BASIS, and to hold each of the Agent Indemnitees harmless from and againstAGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE, any and all Indemnified Claims which PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM AN AGENT INDEMNITEE ACTING AS OR FOR AGENT (IN ITS CAPACITY AS AGENT) PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE TO ANY AGENT INDEMNITEE OR ISSUING BANK INDEMNITEE TO THE EXTENT SUCH LIABILITY HAS RESULTED PRIMARILY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT INDEMNITEE OR SUCH ISSUING BANK INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER. In Agent’s discretion, it may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Letters of Credit) or the enforcement of any of the terms hereof or thereof or of reserve for any such other documents; provided that no Lender shall be liable to Claims made against an Agent Indemnitee for or Issuing Bank Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of the foregoing Collateral prior to the extent that they result from the willful misconduct or gross negligence making any distribution of such Collateral proceeds to Secured Parties. If Agent Indemnitee. 13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be is sued by any receiver, interim receiver, bankruptcy trustee, debtor in possession, monitor debtor-in-possession or other Person on account of for any alleged preference or fraudulent transfer received, or alleged to have been received from any Borrower as the result of any transaction under the Credit Documentstransfer, then in such event any monies paid by such Agent in settlement or satisfaction of such suitproceeding, together with all Extraordinary Expenses interest, costs and expenses (including attorneys’ fees) incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders each Lender to the extent of each Lender’s its Pro Rata share. 13.6.3. Without limiting the generality off the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower or by any other Person claiming by, through or under a Borrower, to recover damages for any act taken or, omitted by any Agent or any Collateral Agent under any of the Credit Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any Borrower, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.112.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 14.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Cash Management Agreements, Hedging Agreements and Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; , provided that no Lender shall be liable to an any Agent Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.212.6.2. Without limiting the generality of the foregoing provisions of this Section 13.612.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from any Borrower or any other Obligor as the result of any transaction under the Credit Loan Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s 's Pro Rata share. 13.6.312.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.612.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Loan Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Loan Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s 's Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ ' fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s 's discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this AgreementBorrowers, but without limiting the indemnification obligation obligations of Borrowers Obligors under this Agreementany of the Loan Documents), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect pursuant to Letters of Credit) Section 3.4.2 or the enforcement of any of the terms hereof or thereof or of any such other documents; provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.2Loan Documents. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from any Borrower or any other Obligor as the result of any transaction under the Credit Loan Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s 's Pro Rata share. 13.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Loan Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Loan Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s 's Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ ' fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s 's discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.112.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 14.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Cash Management Agreements, Hedging Agreements and Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; , provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.212.6.2. Without limiting the generality of the foregoing provisions of this Section 13.612.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from either Borrower or any Borrower other Obligor as the result of any transaction under the Credit Loan Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s 's Pro Rata share. 13.6.312.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.612.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Loan Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Receivable Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Loan Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s 's Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ ' fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s 's discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs COSTS and expenses which Borrowers are obligated to pay under Section 15.2 SECTION 14.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Cash Management Agreements, Hedging Agreements and Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; , provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receiver, trustee, debtor in possession, monitor or other Person on account of any alleged preference or fraudulent transfer received, or alleged to have been received from any Borrower as the result of any transaction under the Credit Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s Pro Rata share. 13.6.3. Without limiting the generality off the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower or by any other Person claiming by, through or under a Borrower, to recover damages for any act taken or, omitted by any Agent or any Collateral Agent under any of the Credit Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any Borrower, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise result solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox Lockbox or Dominion Collateral Reserve Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; ), provided that no Lender shall be liable to an any Agent Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from a Borrower or any Borrower other Obligor as the result of any transaction under the Credit Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s 's Pro Rata share. 13.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Revolver Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s 's Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ fees and other legal all expenses paid or incurred by the Agent Indemnitees to any Agent Professionals or other Persons in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s 's discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.111.6.1.​ ​Indemnification. Each Lender agrees to indemnify and defend the EACH SECURED PARTY SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS, ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE, PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AGENT (IN THE CAPACITY OF AGENT). If Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be is sued by any receiver, interim receiver, trustee, debtor in possession, monitor trustee or other Person on account of for any alleged preference or fraudulent transfer received, or alleged to have been received from any Borrower as the result of any transaction under the Credit Documentstransfer, then in such event any monies paid by such Agent in settlement or satisfaction of such suitproceeding, together with all Extraordinary Expenses interest, costs and expenses (including attorneys' fees) incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders each Secured Party to the extent of each Lender’s its Pro Rata share. 13.6.3. ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 166 ​ AMERICAS/2024146412.5 ​ 11.6.2.​ ​Proceedings. Without limiting the generality off of the foregoing provisions of this Section 13.6foregoing, if at any time (whether prior to or after the Revolver Commitment Maturity Termination Date) any action or proceeding shall be is brought against any of the Agent Indemnitees by a Borrower an Obligor, or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by Agent in connection with any Agent or any Collateral Agent under any of the Obligations, Collateral, Credit Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any Borrower, any Account Debtor, the Collateral or with respect to any Loansmatters relating thereto, or otherwise to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation relating to any of the Credit Documents, each Lender agrees to indemnify, defend indemnify and hold the harmless Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Xxxxxx's Pro Rata share of such any amount as that any of the Agent Indemnitees shall be Indemnitee is required to pay by reason of a judgment, decree, under any judgment or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemniteessettlement, including all interest interest, costs and costs assessed against any of the Agent Indemnitees expenses (including reasonable attorneys' fees) incurred in defending or compromising such actionsame. In Agent's discretion, together with attorneys’ fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee may reserve for any of the foregoing to the extent that they arise from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretionproceeding, Administrative Agent and may also reserve for or satisfy any such judgment, decree order or order settlement, from proceeds of Collateral prior to making any distributions therefrom of Collateral proceeds to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this AgreementBorrowers, but without limiting the indemnification obligation obligations of Borrowers under this Agreementany of the Loan Documents), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section SECTION 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect pursuant to Letters of Credit) SECTION 3.4.2 or the enforcement of any of the terms hereof or thereof or of any such other documents; , provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.2. Without limiting the generality of the foregoing provisions of this Section SECTION 13.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from any Borrower or any other Obligor as the result of any transaction under the Credit Loan Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s 's Pro Rata share. 13.6.3. Without limiting the generality off of the foregoing provisions of this Section SECTION 13.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Loan Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Loan Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s 's Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ ' fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s 's discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this AgreementBorrowers, but without limiting the indemnification obligation obligations of Borrowers under this Agreementany of the Loan Documents), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect pursuant to Letters of Credit) Section 3.4.2 or the enforcement of any of the terms hereof or thereof or of any such other documents; , provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from any Borrower or any other Obligor as the result of any transaction under the Credit Loan Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s Pro Rata share. 13.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Loan Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Loan Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receiver, trustee, debtor in possession, monitor or other Person on account of any alleged preference or fraudulent transfer received, or alleged to have been received from any Borrower as the result of any transaction under the Credit Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s Pro Rata share. 13.6.3. Without limiting the generality off the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower or by any other Person claiming by, through or under a Borrower, to recover damages for any act taken or, omitted by any Agent or any Collateral Agent under any of the Credit Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any Borrower, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending . or compromising such action, together with attorneys’ fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.112.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers Borrower under this Agreement, but without limiting the indemnification obligation of Borrowers Borrower under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are Borrower is obligated to pay under Section 15.2 SECTION 14.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Letters of Credithereby) or the enforcement of any of the terms hereof or thereof or of any such other documents; , provided that no Lender shall be liable to an any Agent Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.212.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6SECTION 12.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from Borrower or any Borrower other Obligor as the result of any transaction under the Credit Loan Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s 's Pro Rata share. 13.6.312.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.6SECTION 12.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Loan Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Loan Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s 's Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ ' fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s 's discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.112.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 14.2 hereof or amounts any Administrative Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Administrative Agent with respect to Cash Management Agreements and Hedging Agreements with financial institutions other than Fleet, Bank or any Affiliate of Fleet or Bank, and Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided , provided, that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Agent IndemniteeIndemnitee or to the extent arising from Bank Products or any Banking Relationship Debt. 13.6.212.6.2. Without limiting the generality of the foregoing provisions of this Section 13.612.6, if an Administrative Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from any Borrower or any other Obligor as the result of any transaction under the Credit Loan Documents, then in such event any monies paid by such Administrative Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Administrative Agent in the defense of same, shall be promptly reimbursed to such Administrative Agent by Lenders to the extent of each Lender’s Pro Rata share. 13.6.312.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.612.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Administrative Agent under any of the Credit Loan Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Administrative Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Loan Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.112.3.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; , provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.212.3.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from any Borrower as the result of any transaction under the Credit Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s Pro Rata share. 13.6.312.3.3. Without limiting the generality off of the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower or by any other Person claiming by, through or under a Borrower, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any Borrower, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders. Limitation on Responsibilities of Agents. Agents shall in all cases be fully justified in failing or refusing to act hereunder unless they shall have received further assurances to their satisfaction from Lenders of their indemnification obligations under Section 13.6 hereof against any and all Indemnified Claims which may be incurred by Agents by reason of taking or continuing to take any such action. Neither Agent shall be liable to Lenders (or any Lender’s participants) for any action taken or omitted to be taken under or in connection with this Agreement or the other Credit Documents except as a result of actual gross negligence or willful misconduct on the part of such Agent. Neither Agent assumes any responsibility for any failure or delay in performance or breach by any Borrower or any Lender of its obligations under this Agreement or any of the other Credit Documents. Neither Agent makes to Lenders, and no Lender makes to any Agent or the other Lenders, any express or implied warranty, representation or guarantee with respect to the Loans, the Collateral, the Credit Documents or any Borrower. Neither any Agent nor any of its officers, directors, employees, attorneys or agents shall be responsible to Lenders, and no Lender nor any of its agents, attorneys or employees shall be responsible to any Agent or the other Lenders, for: (i) any recitals, statements, information, representations or warranties contained in any of the Credit Documents or in any certificate or other document furnished pursuant to the terms hereof; (ii) the execution, validity, genuineness, effectiveness or enforceability of any of the Credit Documents; (iii) the validity, genuineness, enforceability, collectibility, value, sufficiency or existence of any Collateral, or the perfection or priority of any Lien therein; or (iv) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Borrower or any Account Debtor. Neither any Agent nor any of its officers, directors, employees, attorneys or agents shall have any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Borrower of any of the duties or agreements of such Borrower under any of the Credit Documents or the satisfaction of any conditions precedent contained in any of the Credit Documents. Agents may consult with and employ legal counsel, accountants and other experts and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox Lockbox or Dominion Collateral Reserve Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; ), provided that no Lender shall be liable to an any Agent Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from a Borrower or any Borrower other Obligor as the result of any transaction under the Credit Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s Pro Rata share. 13.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Revolver Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ fees and other legal all expenses paid or incurred by the Agent Indemnitees to any Agent Professionals or other Persons in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.112.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers Borrower under this Agreement, but without limiting the indemnification obligation of Borrowers Borrower under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are Borrower is obligated to pay under Section 15.2 14.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under hereby, including any indemnity, guaranty or other assurance of payment or performance given by amounts arising from any Agent with respect to Letters of Creditautomated clearinghouse transfers) or the enforcement of any of the terms hereof or thereof or of any such other documents; , provided that no Lender shall be liable to an any Agent Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Agent Indemnitee. 13.6.212.6.2. Without limiting the generality of the foregoing provisions of this Section 13.612.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from Borrower or any Borrower other Obligor as the result of any transaction under the Credit Loan Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s 's Pro Rata share. 13.6.312.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.612.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Loan Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Revolver Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Loan Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s 's Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ ' fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

Indemnification of Agent Indemnitees. 13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this AgreementBorrowers, but without limiting the indemnification obligation obligations of Borrowers Obligors under this Agreementany of the Loan Documents), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Loan Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect pursuant to Letters of Credit) Section 3.4.2 or the enforcement of any of the terms hereof or thereof or of any such other documents; provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result from the willful misconduct or gross negligence of such Agent IndemniteeLoan Documents. 13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receivertrustee in bankruptcy, trustee, debtor in possession, monitor debtor-in-possession or other Person on account of any alleged preference or fraudulent transfer received, received or alleged to have been received from any Borrower or any other Obligor as the result of any transaction under the Credit Loan Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s 's Pro Rata share. 13.6.3. Without limiting the generality off of the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Termination Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower an Obligor or by any other Person claiming by, through or under a Borroweran Obligor, to recover damages for any act taken or, or omitted by any Agent or any Collateral Agent under any of the Credit Loan Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any BorrowerObligor, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Loan Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s 's Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ ' fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise solely from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s 's discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.