Common use of Indemnification of Collateral Agent Clause in Contracts

Indemnification of Collateral Agent. (a) Whether or not the transactions contemplated hereby are consummated, each Committed Lender severally agrees to indemnify the Collateral Agent (to the extent not reimbursed by the Transaction Parties), ratably based on the Commitment of such Committed Lender (or, if the Commitments have terminated, ratably according to the respective Commitment of such Committed Lender immediately prior to such termination), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Agent, as the case may be, in any way relating to or arising out of this Agreement or any other Transaction Document or any action reasonably taken or omitted by the Collateral Agent under this Agreement or any other Transaction Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent’s gross negligence, fraud or willful misconduct; provided, however, that no action taken in accordance with the express direction of the Administrative Agent (acting on the instructions of the Majority Lenders) shall be deemed to constitute negligence, fraud or willful misconduct for purposes of this Section.

Indemnification of Collateral Agent. (a) Whether or not the transactions contemplated hereby are consummated, Each holder of a Note shall indemnify and hold harmless upon demand each Committed Lender severally agrees to indemnify the Collateral Agent Agent-Related Person (to the extent not reimbursed by or on behalf of the Transaction PartiesCompany or any of the Subsidiaries and without limiting the obligation of the Company or any of the Subsidiaries to do so), ratably based on the Commitment of such Committed Lender (or, if the Commitments have terminated, ratably pro rata according to such holder's share of the respective Commitment aggregate principal amount of such Committed Lender immediately prior to such termination)the Notes then outstanding, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (collectively, "Losses") which may be imposed on, on or incurred by, or asserted against the by such Collateral Agent, as the case may be, -Related Person in any way relating to or arising out of this Agreement Section 14 or any other Transaction Document of the Collateral Documents or any action reasonably taken or omitted by the Collateral Agent under this Agreement Section 14 or any other Transaction Documentof the Collateral Documents; provided provided, however, that no Lender holder of any Note shall be liable for the payment to any Collateral Agent-Related Person of any portion of any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Losses to the extent resulting from the such Collateral Agent’s -Related Person's gross negligence, fraud negligence or willful misconduct; provided, further, however, that no action taken in accordance with the express direction directions of the Administrative Agent (acting on the instructions of the Majority Lenders) Required Note Holders shall be deemed to constitute negligence, fraud gross negligence or willful misconduct for purposes of this SectionSection 14.7. The undertaking in this Section 14.7 shall survive the payment of the principal of and interest on the Notes and all other obligations guarantied or secured by any of the Collateral Documents and the resignation or replacement of the Collateral Agent.

Indemnification of Collateral Agent. (a) Whether or not the transactions contemplated hereby are consummated, each Committed Lender severally agrees to indemnify the Collateral Agent (to the extent not reimbursed by the Transaction Parties), ratably rateably based on the Commitment of such Committed Lender (or, if the Commitments have terminated, ratably rateably according to the respective Commitment of such Committed Lender immediately prior to such termination), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Agent, as the case may be, in any way relating to or arising out of this Agreement or any other Transaction Document or any action reasonably taken or omitted by the Collateral Agent under this Agreement or any other Transaction Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent’s gross negligence, fraud negligence or willful misconduct; provided, however, that no action taken in accordance with the express direction of the Administrative Agent (acting on the instructions of the Majority Lenders) shall be deemed to constitute negligence, fraud negligence or willful misconduct for purposes of this Section.

Indemnification of Collateral Agent. (a) Whether or To the extent that the Collateral Agent is not reimbursed and indemnified by the transactions contemplated hereby are consummatedBorrowers pursuant to the applicable Security Agreement, each Committed Lender severally agrees to will reimburse and indemnify the Collateral Agent (Agent, in proportion to the extent not reimbursed by the Transaction Parties)unpaid principal amount of its outstanding Loans, ratably based on the Commitment of such Committed Lender (oror if no Loans are then outstanding, if the Commitments have terminated, ratably according in proportion to the respective Commitment of such Committed Lender immediately prior to such termination)its Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys' fees and disbursements) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Collateral Agent, as Agent in performing its duties under the case may beLoan Documents, in any way relating to or arising out of this Agreement or any other Transaction Document or any action reasonably taken or omitted by the Collateral Agent under this Agreement or any other Transaction DocumentLoan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent’s 's gross negligence, fraud negligence or willful misconduct; provided, however, that no action taken in accordance with the express direction wilful misconduct as evidenced by a final judgment of the Administrative a court of competent jurisdiction. The Collateral Agent (acting shall be entitled to rely on the instructions of the Majority Lenders) shall be deemed to constitute negligence, fraud or willful misconduct for purposes provisions of this SectionSection 8.12 as if it were a party to this Agreement.

Indemnification of Collateral Agent. (a) Whether or not the transactions contemplated hereby are consummated, each Committed Lender severally agrees to the Banks shall indemnify upon demand the Collateral Agent and Agent-Related Persons (to the extent not reimbursed by or on behalf of the Transaction PartiesBorrower and without limiting the obligation of the Borrower to do so), ratably based on the Commitment of such Committed Lender (or, if the Commitments have terminated, ratably according to the respective Commitment of such Committed Lender immediately prior to such termination)pro rata, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Agent, as the case may be, in any way relating to or arising out of this Agreement or any other Transaction Document or any action reasonably taken or omitted by the Collateral Agent under this Agreement or any other Transaction Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent’s gross negligence, fraud or willful misconductIndemnified Liabilities; provided, however, that no action taken Bank shall be liable for the payment to the Collateral Agent or 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 Bank shall reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Collateral Agent in accordance connection with the express direction 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 Collateral Agent is not reimbursed for such expenses by or on behalf of the Administrative Agent (acting on Borrower. The undertaking in this Section shall survive the instructions payment of all Obligations hereunder and the resignation or replacement of the Majority Lenders) shall be deemed to constitute negligence, fraud or willful misconduct for purposes of this SectionCollateral Agent.