Common use of INDEMNIFICATION OF LOAN AGENT AND COLLATERAL AGENT Clause in Contracts

INDEMNIFICATION OF LOAN AGENT AND COLLATERAL AGENT. The Lenders hereby agree to indemnify the Loan Agent and the Collateral Agent and all of their respective affiliates, directors, officers, employees, advisors and representatives thereof (to the extent not reimbursed by the Borrowers), ratably as most recently in effect prior to the date indemnification is sought, from and against any and all costs, losses, liabilities, claims, damages or expenses which may be incurred by or asserted or awarded against the Loan Agent or the Collateral Agent in any way relating to or arising out of this Agreement and/or the other Loan Documents or any action taken or omitted by the Loan Agent or the Collateral Agent under this Agreement and/or the other Loan Documents; provided, however, 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 Loan Agent's or the Collateral Agent's gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees to reimburse the Loan Agent and the Collateral Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Loan Agent or the Collateral Agent in connection with the administration, or enforcement of, or the preservation of any rights under, this Agreement and/or the other Loan Documents, to the extent that the Loan Agent or the Collateral Agent is not reimbursed for such expenses by the Borrowers.

INDEMNIFICATION OF LOAN AGENT AND COLLATERAL AGENT. The Lenders hereby agree to indemnify the Loan Agent and the Collateral Agent and all of their respective affiliates, directors, officers, employees, advisors and representatives thereof (to the extent not reimbursed by the Borrowers), ratably as most recently in effect prior to the date indemnification is sought, from and against any and all costs, losses, liabilities, claims, damages or expenses which may be incurred by or asserted or awarded against the Loan Agent or the Collateral Agent in any way relating to or arising out of this Agreement and/or the other Loan Documents or any action taken or omitted by the Loan Agent or the Collateral Agent under this Agreement and/or the other Loan Documents; provided, however, that no Lender shall be liable for any portion of such 66 liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Loan Agent's or the Collateral Agent's gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees to reimburse the Loan Agent and the Collateral Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Loan Agent or the Collateral Agent in connection with the administration, or enforcement of, or the preservation of any rights under, this Agreement and/or the other Loan Documents, to the extent that the Loan Agent or the Collateral Agent is not reimbursed for such expenses by the Borrowers.