Common use of Indemnification of Agent Clause in Contracts

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Share, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or To the extent the Agent is not reimbursed and indemnified by the transactions contemplated hereby are consummatedBorrower, the Lenders shall each Lender will reimburse and indemnify upon demand the Agent-Related Persons (, ratably according to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's their respective Pro Rata Share, for, from and against any and all Indemnified Liabilitiesliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees of experts, consultants and counsel and disbursements) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or the other Loan Documents; provided, however, provided that no Lender shall be liable for the payment to the Agent-Related Persons of Agent for any portion of such Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Personthe Agent's gross negligence or willful misconduct. Without limitation The obligations and indemnifications arising under this Section 12.07 shall survive termination of this Agreement, repayment of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent Loans and indebtedness arising in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect Letters of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf Credit and expiration of the Borrower. The undertaking in this Section shall survive the payment Letters of all Obligations hereunder and the resignation or replacement of the AgentCredit.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the each Agent-Related Persons Person (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to pro rata, and hold harmless each Lender's Pro Rata Share, Agent-Related Person from and against any and all Indemnified LiabilitiesLiabilities incurred by it; provided, however, that no Lender Bank shall be liable for the payment to the any Agent-Related Persons Person of any portion of such Indemnified Liabilities resulting solely to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Person's own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive termination of the Commitments, the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the all Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's ’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Companies and without limiting the obligation of the Borrower Companies to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompanies, except those arising out of its gross negligence or willful misconduct. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Borrowers and without limiting the obligation of the Borrower Borrowers to do so), in proportion to each accordance with such Lender's ’s Pro Rata ShareShare of all Loans and Commitments, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's ’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, provided that no Lender shall be liable for the payment to the any Agent-Related Persons Person of any portion of such the Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, Agreement or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions ------------------------ contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Companies and without limiting the obligation of the Borrower Companies to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompanies, except those arising out of its gross negligence or willful misconduct. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the The Lenders shall agree to indemnify upon demand the Agent-Related Persons Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower Borrower) ratably, according to do so), in proportion to each Lender's Pro Rata Sharetheir respective Commitment Percentages, from and against any and all Indemnified Liabilities; providedliabilities, howeverobligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by Agent with respect to this Agreement or any Loan Document, provided that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements resulting solely from such Person's Agent’s gross negligence or willful misconduct. Without limitation misconduct as determined by a court of the foregoingcompetent jurisdiction, each Lender shall reimburse the Agent upon demand for its ratable share of or from any costs action taken or out-of-pocket expenses (including Attorney Costs) incurred omitted by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment any capacity other than as agent under this Agreement or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to . No action taken in accordance with the extent that the Agent is not reimbursed for such expenses by or on behalf directions of the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.10. The undertaking in this Section 9.10 shall survive repayment of the payment Term Loan, cancellation of the Term Notes, if any, any foreclosure under, or modification, release or discharge of, any or all Obligations hereunder of the Loan Documents, termination of this Agreement and the resignation or replacement of the Agentagent.

Indemnification of Agent. Whether or not the transactions ------------------------ contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender -------- ------- shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney CostsFees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of this Agreement and the payment of all Obligations other Liabilities hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from any such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share share, of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, NYDOCS01/1613908 38 administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, herein to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Documentdocument or instrument given in connection herewith, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, provided that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby by this Agreement are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's accordance with their respective Pro Rata Share, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costsoutside or in-house attorneys' fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment amendment, or enforcement (whether through negotiations, legal proceedings proceedings, insolvency proceedings, or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to hereinin this Agreement, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.. For purposes of this Section, "

Indemnification of Agent. Whether or not the transactions ------------------------ contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, -------- ------- that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the each Agent-Related Persons Person (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to pro rata, and hold harmless each Lender's Pro Rata Share, Agent-Related Person from and against any and all Indemnified LiabilitiesLiabilities incurred by it; provided, however, that no Lender Bank shall be liable for the payment to the any Agent-Related Persons Person of any portion of such Indemnified Liabilities resulting solely to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person's ’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive termination of the Commitments, the payment of all other Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the ------------------------ transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, -------- however, that no Lender Bank shall be liable for the payment to the ------- Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Coststhe fees and charges of counsel for the Agent, including, without limitation, all allocated costs of the Agent's internal counsel, and of local counsel, if any, who may be retained) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf behalf-of the BorrowerCompany. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the any Agent-Related Persons Person of any portion of such the Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata SharePRO RATA, from and against any and all Indemnified Liabilities; providedPROVIDED, howeverHOWEVER, that no Committed Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Committed Lender shall reimburse the Agent upon demand for its ratable share of any reasonable costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each accordance with such Lender's Pro Rata ShareShare of all Loans and Commitments, from and against any and all Indemnified Liabilities; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, however that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, ,. administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, herein to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. Company, The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation designation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costsattorney costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive the payment of all Obligations obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence negligence, willful misconduct or willful misconductbad faith. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of this Agreement and the payment of all Obligations other Liabilities hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from any such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share share, of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, NYDOCS01/1362879.4 administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, herein to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions ------------------------ contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, -------- ------- that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations Liabilities hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Companies and without limiting the obligation of the Borrower Companies to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's ’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompanies, except those arising out of its gross negligence or willful misconduct. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons Agent (to the extent not reimbursed by or on behalf any of the Borrower and without limiting the obligation of the Borrower to do soObligors), in proportion rateably according to each its Lender's Pro Rata Share, Proportion from and against any and all Indemnified Liabilities; providedliabilities, howeverobligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or the transactions therein contemplated, provided that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Personthe Agent's gross negligence or willful wilful misconduct. Without limitation limiting the generality of the foregoing, each Lender shall agrees to reimburse the Agent promptly upon demand for its ratable share Lender's Proportion of any costs or out-of-pocket expenses (including Attorney Costscounsel fees) incurred by the Agent in connection with the preparationpreservation of any rights of the Agent or the Lenders under, execution, delivery, administration, modification, amendment or the enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the AgentObligors.

Indemnification of Agent. Whether or not the transactions ------------------------ contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower a Credit Party and without limiting the obligation of the Borrower such Credit Party to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, -------- ------- that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrowera Credit Party. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from any such Person's ’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share share, of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, herein to NYDOCS02/1119845 39 the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions ------------------------ contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, -------- ------- that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Borrowers and without limiting the obligation of the Borrower Borrowers to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified LiabilitiesObligations; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities Obligations resulting solely from such Person's gross negligence or willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not The Lenders hereby agree to indemnify the transactions contemplated hereby are consummatedAgent and all affiliates, the Lenders shall indemnify upon demand the Agent-Related Persons directors, officers, employees, advisors and representatives thereof (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do soBorrower), ratably as most recently in proportion effect prior to each Lender's Pro Rata Sharethe date indemnification is sought, from and against any and all Indemnified Liabilitiescosts, losses, liabilities, claims, damages or expenses which may be incurred by or asserted or awarded against the Agent in any way relating to or arising out of this Agreement and/or the Note or any action taken or omitted by the Agent under this Agreement and/or the Note; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Personthe Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall agrees to reimburse the Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costscounsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect the preservation of any rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to hereinAgreement and/or the Note, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Administrative Agent-Related Persons and the Documentation Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the Administrative Agent- Related Persons or Documentation Agent-Related Persons Person, as the case may be, of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the such Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent or the Documentation Agent, as the case may be.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion according to each Lender's their respective Pro Rata ShareShares, from and against any and all Indemnified Liabilities; provided, however, PROVIDED that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities to the extent resulting solely from such Person's Persons' bad faith, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Credit Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities (as defined in Section 8.7) resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costsattorney costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including including, without limitation, Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent owed but not reimbursed by or on behalf of the Borrower Borrowers and without limiting the obligation of the Borrower Borrowers to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is required to be but is not reimbursed for such expenses by or on behalf of the BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Rent Purchasers shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Lessee and without limiting the obligation of the Borrower Lessee to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Rent Purchaser shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Rent Purchaser shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costsfees and disbursements of any law firm or internal or external counsel) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Operative Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerLessee. The undertaking in this Section 14.7 shall survive the payment termination of all Obligations hereunder this Agreement and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of Holdings and the Borrower Company and without limiting the obligation of Holdings and the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of Holdings or the BorrowerCompany. The undertaking in this Section shall 75. 83 survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not Each Bank agrees to indemnify the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons Agent (to the extent that the Agent is not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do soLoan Parties), in proportion ratably according to each Lender's Pro Rata Shareits Commitment Percentage, from and against any and all Indemnified Liabilitiesliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any other Bank Agreement or any action taken or omitted by the Agent in such capacity under this Agreement; provided, however, PROVIDED that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Personthe Agent's gross negligence or willful wilful misconduct. Without limitation of the foregoing, each Lender shall Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costscounsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Bank Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall The Lending Parties agree to indemnify upon demand the Agent-Agent and each Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender's Pro Rata Share, from and against Party for any and all Indemnified Liabilities; providedliabilities, howeverobligations, that no Lender shall be liable for the payment to the Agent-Related Persons losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses kind and nature whatsoever (including Attorney Costsreasonable attorneys’ fees) which may be imposed on, incurred by the or asserted against Agent or such Related Party in connection with the preparation, execution, delivery, administration, modification, amendment any way relating to or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect arising out of rights or responsibilities under, this Agreement, any other Loan DocumentDocuments, or any document other documents contemplated by or referred to hereintherein, or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Company is obligated to pay under the Loan Documents) or under the applicable provisions of any of the Loan Documents or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that the Lending Parties shall not be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of Agent is not reimbursed for such or a Related Party as determined by a court of competent jurisdiction in a final, nonappealable order. This indemnity shall be a continuing indemnity, contemplates all liabilities, losses, costs and expenses by or on behalf related to the execution, delivery and performance of this Agreement and the Borrower. The undertaking in this Section Loan Documents, and shall survive the satisfaction and payment of all Obligations hereunder the Company’s obligations under the Loan Documents and the resignation or replacement termination of the Agentthis Agreement.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be liable for the payment to the any Agent-Related Persons Person of any portion of such the Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive repayment of the payment Loans, cancellation of all Obligations hereunder the Notes, the termination of this Agreement and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Borrowers and without limiting the obligation of the Borrower Borrowers to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified LiabilitiesObligations; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities Obligations resulting solely from such Person's gross negligence or willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the each Agent-Related Persons Person (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to pro rata, and hold harmless each Lender's Pro Rata Share, Agent-Related Person from and against any and all Indemnified LiabilitiesLiabilities incurred by it; provided, however, that no Lender Bank shall be liable for the payment to the any Agent-Related Persons Person of any portion of such Indemnified Liabilities resulting solely to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person's own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive the payment of all other Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, provided that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated ------------------------ hereby are consummated, the Lenders Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrower Company and without limiting the obligation of the Borrower Company to do so), in proportion to each Lender's Pro Rata Sharepro rata, from and against any and all Indemnified Liabilities; provided, however, that no Lender Bank shall be -------- ------- liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan L/C-Related Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.