Common use of Indemnification of the Bank Clause in Contracts

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “Indemnified Persons”) harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including any Indemnified Person’s reasonable attorneys’ fees) (collectively, the “Claims”) which may be imposed upon, incurred by or assessed against any Indemnified Person arising out of or relating to this Agreement; the exercise of the rights and remedies granted under this Agreement (including the enforcement of this Agreement and the defense of any Indemnified Person’s action or inaction in connection with this Agreement); and in connection with the Borrower’s failure to perform all of the Liabilities, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been caused by such Indemnified Person’s gross negligence or willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s assets or the Borrower’s business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s indemnification obligations apply, then, upon any Indemnified Person’s demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s name, if necessary, by the attorneys for the Borrower’s insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “"Indemnified Persons”") harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable attorneys’ 's attorneys fees) (collectively, the “"Claims”") which may be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person's sole, concurrent, or contributory negligence) arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified Indemnifed Person’s 's action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s 's failure to perform all of the LiabilitiesBorrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s gross negligence or 's willful misconduct. The indemnification provided for in this his section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s Borrowers indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal refbsal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s 's assets or the Borrower’s 's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s 's indemnification obligations apply, then, upon any Indemnified Person’s 's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s 's name, if necessary, by the attorneys for the Borrower’s 's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS,EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES,PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON.

Indemnification of the Bank. The Borrower Each Credit Party agrees to indemnify, defend and hold the Bank and any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “Indemnified Persons”) harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable attorneys’ fees) (collectively, the “Claims”) which may be imposed upon, incurred by or assessed against any Indemnified Person arising out of or relating to this Agreement; the exercise of the rights and remedies granted under this Agreement (including including, without limitation, the enforcement of this Agreement and the defense of any Indemnified Person’s action or inaction in connection with this Agreement); and in connection with the Borrower’s failure to perform all of the LiabilitiesBorrower’s obligations under this Agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s gross negligence or willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The BorrowerEach Credit Party’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrowerany Credit Party’s assets or the BorrowerCredit Party’s business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s indemnification obligations apply, then, upon any Indemnified Person’s demand, the Borrowereach Credit Party, at its sole cost and expense, shall defend such Claim in the Borrowersuch Credit Party’s name, if necessary, by the attorneys for the Borrowersuch Credit Party’s insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower any Credit Party and to assist in its defense and the Borrower each Credit Party agrees to pay the fees and disbursements of such attorneys.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “"Indemnified Persons”") harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable 's attorneys’ ' fees) (collectively, the “"Claims”") which may be imposed upon, incurred by or assessed against any Indemnified Person arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified indemnified Person’s 's action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s 's failure to perform all of the LiabilitiesBorrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s 's willful misconduct or gross negligence or willful misconductnegligence. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s 's assets or the Borrower’s 's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s 's indemnification obligations apply, then, upon any Indemnified Person’s 's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s 's name, if necessary, by the attorneys for the Borrower’s 's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneysBorrower.

Indemnification of the Bank. The Borrower Each Distribution Agent severally agrees to indemnify, defend indemnify and hold harmless the Bank and each person who controls the Bank within the meaning of the 1933 Act or of the 1934 Act to the same extent as the foregoing indemnity from the Bank to each Distribution Agent, but only with reference to written information furnished to the Bank by or on behalf of such Distribution Agent specifically for use in the Offering Circular. This indemnity agreement will be in addition to any liability which any Distribution Agent may otherwise have. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of its subsidiaries or affiliates or their successorswhich indemnity may be sought pursuant to either of the two preceding paragraphs, and each of their respective shareholders, directors, officers, employees and agents such person (collectively, the “Indemnified PersonsPerson”) harmless from shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing, and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and all obligationsshall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, claimsany Indemnified Person shall have the right to retain its own counsel, liabilitiesbut the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any kind or nature such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person’s reasonable attorneys’ feesPerson and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) (collectivelyfor all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Distribution Agents, each affiliate of any Distribution Agent which assists such Distribution Agent in the distribution of the Bank Notes and such control persons of the Distribution Agents shall be designated in writing by J.X. Xxxxxx Securities Inc. or, if J.X. Xxxxxx Securities Inc. is not an Indemnified Party, by the Distribution Agents that are Indemnified Parties and any such separate firm for the Bank, its directors, its officers and such control persons of the Bank or authorized representatives shall be designated in writing by the Bank. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the “Claims”) which may be imposed upon, incurred by or assessed against Indemnifying Person agrees to indemnify any Indemnified Person arising out from and against any loss or liability by reason of such settlement or relating judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the third sentence of this Agreement; paragraph, the exercise Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the rights aforesaid request and remedies granted under this Agreement (including ii) such Indemnifying Person shall not have reimbursed the enforcement Indemnified Person in accordance with such request prior to the date of this Agreement and such settlement. No Indemnifying Person shall, without the defense prior written consent of the Indemnified Person, effect any settlement of any Indemnified Person’s action pending or inaction threatened proceeding in connection with this Agreement); and in connection with the Borrower’s failure to perform all respect of the Liabilities, except to the limited extent that the Claims against which any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to is or could have been caused a party and indemnity could have been sought hereunder by such Indemnified Person’s gross negligence or willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities and shall extend to and continue to benefit each individual or entity who is or has at any time been , unless such settlement includes an Indemnified Person. The Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount unconditional release of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s assets or the Borrower’s business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which from all liability on claims that are the Borrower’s indemnification obligations apply, then, upon any Indemnified Person’s demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s name, if necessary, by the attorneys for the Borrower’s insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements subject matter of such attorneysproceeding.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and JPMorgan Chase &Co., or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “Indemnified Persons”) harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable attorneys’ fees) (collectivelyfees)(collectively, the “Claims”) which may be imposed upon, incurred by or assessed against any Indemnified Person Person(whether or not caused by any Indemnified Person’s sole, concurrent, or contributory negligence) arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified Person’s action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s failure to perform all of the LiabilitiesBorrower’s obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s gross negligence or willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s assets or the Borrower’s business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s indemnification obligations apply, then, upon any Indemnified Person’s demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s name, if necessary, by the attorneys for the Borrower’s insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower Indemnified Person and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “"Indemnified Persons”") harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s 's, attorneys' reasonable attorneys’ fees) (collectively, the “"Claims”") which may be imposed upon, incurred by or assessed against any Indemnified Person arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified Person’s 's action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s 's failure to perform all of the LiabilitiesBorrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s 's gross negligence or willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s 's assets or the . Borrower’s 's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s 's indemnification obligations apply, then, upon any Indemnified Person’s 's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s 's name, if necessary, by the attorneys for the Borrower’s 's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower Indemnified Person and to assist in its defense and the Borrower agrees to pay the reasonable fees and disbursements of such attorneys.

Indemnification of the Bank. The Borrower agrees to indemnify, defend shall protect and hold indemnify the Bank and any of its subsidiaries or affiliates or their successors, and each of their respective shareholdersofficers, directors, officersemployees, employees agents and agents affiliates (collectively, the “Indemnified PersonsIndemnitees”) harmless from and against any and all obligationsdemands, suits, losses, assessments, fines, claims, liabilities, losses, damages, penaltiespenalties causes of action, finescosts or other expenses (including, forfeitureswithout limitation, actionsattorneys' fees and disbursements), judgments, suits, costs, expenses and disbursements of any kind imposed upon or nature (including any Indemnified Person’s reasonable attorneys’ fees) (collectively, the “Claims”) which may be imposed upon, incurred by or assessed asserted against any Indemnified Person arising out Indemnitee by reason of and including but not limited to liability or relating damage resulting from: (a) any failure on the part of the Borrower or the Guarantor to perform or comply with any of the terms of this Agreement; (b) any action brought against any Indemnitee attacking the exercise validity of this Agreement or any other Loan Document; and/or (c) actual or threatened damage to the environment, agency costs of investigation, personal injury or death, or property damage, due to a release or alleged release or Hazardous Materials, on or under the Property or arising from the Borrower's business operations or in the surface or ground water located on or under the Property arising from the Borrower's business operations, or gaseous emissions from the Property or arising from the Borrower's business operations resulting from the use or existence of Hazardous Materials, whether such claim proves to be true or false. The term "property damage" as used in this Section includes, but is not limited to, damage of any real or personal property of the rights Borrower, the Bank, and remedies granted of any third parties. Any amounts payable to the Bank under this Section which are not paid within ten (10) days after written demand therefore by the Bank shall bear interest at the rate of interest in effect under this Agreement (including from the enforcement date of this Agreement and such demand. In the defense event any action, suit or proceeding is brought against any Indemnitee by reason of any Indemnified Person’s action or inaction in connection with this Agreement); and in connection with such occurrence, the Borrower’s failure to perform all , upon the request of the LiabilitiesBank and at the Borrower's expense, except shall resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by the limited extent that Borrower and approved by the Claims against Bank. Such obligations under this Section as shall have accrued at the time of any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been caused by such Indemnified Person’s gross negligence or willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities and shall extend to and continue to benefit each individual or entity who is or has at survive any time been an Indemnified Person. The Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s assets or the Borrower’s business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s indemnification obligations apply, then, upon any Indemnified Person’s demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s name, if necessary, by the attorneys for the Borrower’s insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneystermination.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “"Indemnified Persons”") harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable 's attorneys’ ' fees) (collectively, the “"Claims”") which may be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person's sole, concurrent, or contributory negligence) arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified Person’s 's action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s 's failure to perform all of the LiabilitiesBorrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s gross negligence or 's willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s 's assets or the Borrower’s 's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s 's indemnification obligations apply, then, upon any Indemnified Person’s 's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s 's name, if necessary, by the attorneys for the Borrower’s 's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “Indemnified Persons”) harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable attorneys’ fees) (collectively, the “Claims”) which may be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person’s sole, concurrent, or contributory negligence) arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified Person’s action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s failure to perform all of the LiabilitiesBorrower’s obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s gross negligence or willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s assets or the Borrower’s business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s indemnification obligations apply, then, upon any Indemnified Person’s demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s name, if necessary, by the attorneys for the Borrower’s insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower Indemnified Person and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “"Indemnified Persons”") harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable 's attorneys’ ' fees) (collectively, the “"Claims”") which may be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person's sole, concurrent, or contributory negligence) arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified Person’s Persons action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s 's failure to perform all of the LiabilitiesBorrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s gross negligence or 's willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s 's assets or the Borrower’s 's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s 's indemnification obligations apply, then, upon any Indemnified Person’s 's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s 's name, if necessary, by the attorneys for the Borrower’s 's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “Indemnified Persons”) harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable attorneys’ fees) (collectively, the “Claims”) which may be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person’s sole, concurrent, or contributory negligence) arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified Person’s action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s failure to perform all of the LiabilitiesBorrower’s obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been caused by such Indemnified Person’s gross negligence or willful misconduct, bad faith or gross negligence. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s assets or the Borrower’s business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s indemnification obligations apply, then, upon any Indemnified Person’s demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s name, if necessary, by the attorneys for the Borrower’s insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as Borrower shall select, subject to the approval of any Indemnified Person Person, which approval shall approvenot be unreasonably withheld. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys. Notwithstanding the foregoing or anything else in this agreement or any other loan document to the contrary, in no event shall Borrower be liable under this indemnity provision for any lost profits or for any special, indirect, consequential or punitive damages.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and JPMorgan Chase & Co., or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and "agents (collectively, the “"Indemnified Persons”") harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable 's attorneys’ ' fees) (collectively, the “"Claims”") which may be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person's sole, concurrent, or contributory negligence) arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified Person’s 's action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s 's failure to perform all of the LiabilitiesBorrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s 's gross negligence or willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier earner to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s 's assets or the Borrower’s 's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s 's indemnification obligations apply, then, upon any Indemnified Person’s 's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s 's name, if necessary, by the attorneys for the Borrower’s 's insurance carrier earner (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower Indemnified Person and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “"Indemnified Persons”") harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable 's attorneys’ ' fees) (collectively, the “"Claims”") which may be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person's sole, concurrent, or contributory negligence) arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified Person’s 's action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s 's failure to perform all of the LiabilitiesBorrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s gross negligence or 's willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s 's assets or the Borrower’s 's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s 's indemnification obligations apply, then, upon any Indemnified Person’s 's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s 's name, if necessary, by the attorneys for the Borrower’s 's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys.its

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “"Indemnified Persons”") harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including including, without limitation, any Indemnified Person’s reasonable 's attorneys’ ' fees) (collectively, the “"Claims”") which may be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person's sole, concurrent, or contributory negligence) arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified Person’s 's action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s 's failure to perform all of the LiabilitiesBorrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s gross negligence or 's willful misconduct. The indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. The Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s 's assets or the Borrower’s 's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s 's indemnification obligations apply, then, upon any Indemnified Person’s 's demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s 's name, if necessary, by the attorneys for the Borrower’s 's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “Indemnified Personsindemnified persons”) harmless from any and all obligations, claims, claims liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including ( including, without limitation any Indemnified Person’s reasonable attorneys’ fees) (collectively, the “Claimsclaims”) which may be imposed upon, incurred by or assessed against any Indemnified Person both before and after judgment, (whether or not caused by any Indemnified Person’s sole, concurrent, or contributory negligence) arising out of or relating to this Agreementagreement; the exercise of the rights and remedies granted under this Agreement agreement (including including, without limitation, the enforcement of this Agreement agreement and the defense of any Indemnified indemnified Person’s action or inaction in connection with this Agreementagreement); and in connection with the Borrower’s failure to perform all of the LiabilitiesBorrower’s obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are found by a court of competent jurisdiction in a final non-appealable judgment to have been proximately caused by such Indemnified Person’s gross negligence or willful misconduct. The indemnification Subject to applicable law, including applicable statutes of limitations, the Indemnification provided for in this section shall survive the termination of this Agreement and the payment of the Liabilities agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an as Indemnified Person. The Borrower’s indemnity Indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s assets or the Borrower’s business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s indemnification obligations apply, then, upon open any Indemnified Person’s demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s name, if necessary, by the attorneys for the Borrower’s insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at as its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of the Bank. The Borrower Grantor agrees to indemnify, defend and hold that (i) the Bank and any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively, the “Indemnified Persons”) harmless is released from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including any Indemnified Person’s reasonable attorneys’ fees) (collectively, liabilities to the “Claims”) which may be imposed upon, incurred by or assessed against any Indemnified Person Grantor arising out of or relating to this Agreement; from the exercise of the rights and remedies granted under this Agreement (including the enforcement terms of this Agreement and the defense of any Indemnified Person’s action or inaction in connection with this Agreement); and in connection compliance by the Bank with the Borrower’s failure to perform all of the Liabilitiesterms hereof, except to the limited extent that such liabilities arise from the Claims against any such Indemnified Person are found Bank’s bad faith, willful misconduct or gross negligence as determined by a court of competent jurisdiction in a final final, non-appealable judgment or order, (ii) neither the Bank nor the Administrative Agent shall have any liability to the Grantor for wrongful dishonor of any items as a result of any instructions of the Administrative Agent and (iii) the Grantor, its successors and permitted assigns shall at all times indemnify the Bank, its affiliates and the respective directors, officers, trustees, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by, imposed on or asserted against such Indemnitee in connection with any investigation or administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or in any other way connected with the enforcement of any of the terms of, or the preservation of any rights hereunder, or in any way relating to or arising out of the maintenance, delivery, control, acceptance, possession, return or other disposition of any Deposit Account or any Deposit Account Collateral on deposit therein or credited thereto, the violation of the Laws of any country, state or other governmental body or unit, or any tort or contract claim; provided that no Indemnitee shall have been caused by the right to be indemnified hereunder for such Indemnified PersonIndemnitee’s own gross negligence or willful misconduct. The indemnification provided for misconduct as determined by a court of competent jurisdiction in this section shall survive the termination of this Agreement and the payment of the Liabilities and shall extend to and continue to benefit each individual a final, non-appealable judgment or entity who is or has at any time been an Indemnified Person. The Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Borrower’s assets or the Borrower’s business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which the Borrower’s indemnification obligations apply, then, upon any Indemnified Person’s demand, the Borrower, at its sole cost and expense, shall defend such Claim in the Borrower’s name, if necessary, by the attorneys for the Borrower’s insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to pay the fees and disbursements of such attorneysorder.