Common use of Indemnification of Agent Clause in Contracts

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 or under the applicable provisions of any other Loan Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 or such provisions), ratably in accordance with their respective percentages of the Total Commitment (without giving effect to any participation in all or any portion of the Total Commitment sold by them to any other Person), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are obligated to pay under Section 8.04 or under the applicable provisions of any other Loan Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful misconduct of the party to be indemnified.

Indemnification of Agent. (a) The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 11.03 or under the applicable provisions of any other Loan Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 11.03 or such provisions)) and its directors, officers, employees and agents, ratably in accordance with their respective percentages of the Total Commitment Pro Rata Share (without giving effect to any participation participations, in all or any portion of the Total Commitment any Obligations, sold by them to any Person other Personthan another Bank), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 11.03 or under the applicable provisions of any other Loan Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent to the extent determined by a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks Lenders agree to indemnify the Agent and its directors, officers, employees, agents and Affiliates (the "Indemnitees") (to the extent not reimbursed under Section 8.04 hereof or under the applicable provisions of any other Loan Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 hereof or such provisions), ratably in accordance with their respective percentages of the Total Commitment Pro Rata Shares (without giving effect to any participation in all or any portion of the Total Commitment sold Term Loan by them to any other Person), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent Indemnitees in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are obligated to pay under Section 8.04 hereof or under the applicable provisions of any other Loan Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful misconduct of the party to be indemnifiedan Indemnitee.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 2.12 or under the applicable provisions of any other the Loan DocumentDocuments, but without limiting the obligations of the Borrower and Guarantors Co-Borrowers under Section 8.04 2.12 or such provisions)) ratably in accordance with the aggregate unpaid principal amount of the Loans made by the Banks (without giving effect to any participation, in all or any portion of such Loans, sold by them to any other Person) (or, if no Loans are at the time outstanding, ratably in accordance with their respective percentages of the Total Commitment (without giving effect to any participation in all or any portion of the Total Commitment sold by them to any other PersonCommitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors Co-Borrowers are obligated to pay under Section 8.04 Sections 2.12 or otherwise or under the applicable provisions of any other Loan Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 2.12 or under the applicable provisions of any other Loan Documentthe Facility Documents, but without limiting the obligations of the Borrower and Guarantors Co-Borrowers under Section 8.04 2.12 or such provisions)) ratably in accordance with the aggregate unpaid principal amount of the Loans made by the Banks (without giving effect to any participation, in all or any portion of such Loans, sold by them to any other Person) (or, if no Loans are at the time outstanding, ratably in accordance with their respective percentages of the Total Commitment (without giving effect to any participation in all or any portion of the Total Commitment sold by them to any other PersonCommitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors Co-Borrowers are obligated to pay under Section 8.04 Sections 2.12 or otherwise or under the applicable provisions of any other Loan Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 hereof or under the applicable provisions of any other Loan Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 hereof or such provisions), ratably in accordance with their respective percentages Pro Rata Shares of the Total Commitment (without giving effect to any participation in all or any portion of the Total Commitment sold by them to any other Person), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are obligated to pay under Section 8.04 hereof or under the applicable provisions of any other Loan Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful misconduct of the party to be indemnifiedAgent.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 12.03 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 12.03 or such provisions), ratably in accordance with their respective percentages the aggregate unpaid principal amount of the Total Commitment Loans made by the Banks (without giving effect to any participation participations, in all or any portion of the Total Commitment such Loans, sold by them to any other Person) (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 12.03 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 11.3 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the any Borrower and Guarantors under Section 8.04 11.3 or such provisions), ratably in accordance with their respective percentages the aggregate unpaid principal amount of the Total Commitment Loans made by the Banks (without giving effect to any participation participations, in all or any portion of the Total Commitment such Loans, sold by them to any other Person) (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the any Borrower and Guarantors are is obligated to pay under Section 8.04 11.3 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or an Event of Default has occurred, normal administrative costs and expenses incidental incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 12.3 hereof or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 12.3 hereof or such provisions), ratably in accordance with their respective percentages the aggregate unpaid principal amount of the Total Commitment Loans made by the Banks (without giving effect to any participation participation, in all or any portion of the Total Commitment such Loans, sold by them to any other Person)) or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments, for any and all liabilities, obligations, losses, damages, penalties, . actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 12.3 hereof or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks Lenders agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 12.03 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 12.03 or such provisions), ratably in accordance with their respective percentages the aggregate unpaid principal amount of the Total Commitment Loans made by the Lenders (without giving effect to any participation participations, in all or any portion of the Total Commitment such Loans, sold by them to any other Person) (or, if no Loans are at the time outstanding, ratably in accordance with their respective Revolving Credit Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors Borrowers are obligated to pay under Section 8.04 12.03 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnifiedAgent.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 11.03 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 11.03 or such provisions), ratably in accordance with their respective percentages the aggregate unpaid principal amount of the Total Commitment Loans made by the Banks (without giving effect to any participation participations, in all or any portion of the Total Commitment such Loans, sold by them to any other Person) (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 11.03 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 or under the applicable provisions of any other Loan Document, but without limiting the obligations of the Borrower Borrowers and Guarantors under Section 8.04 or such provisions), ratably in accordance with their respective percentages of the Total Commitment (without giving effect to any participation in all or any portion of the Total Commitment sold by them to any other Person), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower Borrowers and Guarantors are obligated to pay under Section 8.04 or under the applicable provisions of any other Loan Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 12.3 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 12.3 or such provisions), ratably in accordance with the respective Obligations of the Borrower then due and payable to each of them (or, if no Loans or Letters of Credit are at the time outstanding, ratably in accordance with their respective percentages of the Total Commitment (without giving effect to any participation in all or any portion of the Total Commitment sold by them to any other PersonCommitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 12.3 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 12.3 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 12.3 or such provisions), ratably in accordance with their respective percentages the aggregate unpaid principal amount of the Total Commitment Loans made by the Banks (without giving effect to any participation participation, in all or any portion of the Total Commitment such Loans, sold by them to any other Person)) or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 12.3 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks Lenders agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 11.3 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors Borrowers under Section 8.04 11.3 or such provisions), ratably in accordance with their respective percentages the aggregate unpaid principal amount of the Total Commitment Loans made by the Lenders (without giving effect to any participation participations, in all or any portion of the Total Commitment such Loans, sold by them to any other Person) (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are Borrowers is obligated to pay under Section 8.04 11.3 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 12.03 or under the applicable provisions of any other Term Loan Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 12.03 or such provisions), ratably in accordance with their respective percentages of the Total Commitment Bank Percentages (without giving effect to any participation participations in all or any portion of the Total Commitment its Loan sold by them a Bank to any other Person), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Term Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 12.03 or under the applicable provisions of any other Term Loan Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 12.3 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 12.3 or such provisions), ratably in accordance with the respective Obligations of the Borrower then due and payable to each of them (or, if no Loans are at the time outstanding, ratably in accordance with their respective percentages of the Total Commitment (without giving effect to any participation in all or any portion of the Total Commitment sold by them to any other PersonCommitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 12.3 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks Lenders agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 12.03 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 12.03 or such provisions), ratably in accordance with their respective percentages the aggregate unpaid principal amount of the Total Commitment Loans made by the Lenders (without giving effect to any participation participations, in all or any portion of the Total Commitment such Loans, sold by them to any other Person) (or, if no Loans are at the time outstanding, ratably in accordance with their respective Revolving Credit Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors Borrowers are obligated to pay under Section 8.04 12.03 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided PROVIDED that no Bank Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnifiedAgent.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 12.3 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 12.3 or such provisions), ratably in accordance with the respective Obligations of the Borrower then due and payable to each of them (or, if no Loans are at the time outstanding, ratably in accordance with their respective percentages of the Total Commitment (without giving effect to any participation in all or any portion of the Total Commitment sold by them to any other PersonCommitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 12.3 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree to indemnify the Agent (to the extent not reimbursed under Section 8.04 12.3 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 12.3 or such provisions), ratably in accordance with the respective Obligations of the Borrower then due and payable to each of them (or, if no Revolving Credit Loans are at the time outstanding, ratably in accordance with their respective percentages of the Total Commitment (without giving effect to any participation in all or any portion of the Total Commitment sold by them to any other PersonCommitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 12.3 or under the applicable provisions of any other Loan Facility Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.

Indemnification of Agent. The Banks agree Each Bank agrees to indemnify the Agent (to the extent not reimbursed under Section 8.04 SECTION 9.03 or under the applicable provisions of any other Loan Document, but without limiting the obligations of the Borrower and Guarantors under Section 8.04 SECTION 9.03 or such provisions), ratably in accordance with their respective percentages of the Total Commitment its Applicable Percentage (without giving effect to any participation participations, in all or any portion of the Total Commitment such Loans, sold by them to any other Person), ) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions Transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower and Guarantors are is obligated to pay under Section 8.04 SECTION 9.03 or under the applicable provisions of any other Loan Document but excluding, unless a Default or Event of Default has occurred, normal administrative costs and expenses incidental incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful willful misconduct of the party to be indemnified.