Common use of THE BANKS AGREE TO INDEMNIFY Clause in Contracts

THE BANKS AGREE TO INDEMNIFY. EACH ADMINISTRATIVE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), RATABLY ACCORDING TO THE RESPECTIVE PRINCIPAL AMOUNTS OF THE NOTES THEN HELD BY EACH OF THEM (OR IF NO ADVANCES ARE AT THE TIME OUTSTANDING OR IF ANY NOTES ARE HELD BY PERSONS WHICH ARE NOT BANKS, RATABLY ACCORDING TO EITHER (A) THE RESPECTIVE AMOUNTS OF THEIR -103- 109 COMMITMENTS, OR (B) IF NO COMMITMENTS ARE AT THE TIME OUTSTANDING, THE RESPECTIVE AMOUNTS OF THE COMMITMENTS IMMEDIATELY PRIOR TO THE TIME THE COMMITMENTS CEASED TO BE OUTSTANDING), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH ADMINISTRATIVE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH, OR ANY ACTION TAKEN OR OMITTED BY SUCH ADMINISTRATIVE AGENT UNDER ANY OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH; PROVIDED THAT NO BANK SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM SUCH ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limitation of the foregoing, each Bank agrees to reimburse either Administrative Agent promptly upon demand for such Bank's ratable share of any out-of-pocket expenses (including counsel fees) incurred by such Administrative Agent in connection with enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, any of the Loan Documents or any other instrument or document furnished pursuant hereto or in connection herewith to the extent that such Administrative Agent is not reimbursed for such expenses by the Borrower.

THE BANKS AGREE TO INDEMNIFY. EACH THE ADMINISTRATIVE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWER)BORROWER HEREUNDER, RATABLY ACCORDING TO BUT WITHOUT LIMITING THE RESPECTIVE PRINCIPAL AMOUNTS OBLIGATIONS OF THE NOTES THEN HELD BY EACH OF THEM (OR IF NO ADVANCES ARE AT THE TIME OUTSTANDING OR IF ANY NOTES ARE HELD BY PERSONS WHICH ARE NOT BANKS, BORROWER HEREUNDER) RATABLY ACCORDING TO EITHER (A) THE IN ACCORDANCE WITH THEIR RESPECTIVE AMOUNTS OF THEIR -103- 109 COMMITMENTS, OR (B) IF NO COMMITMENTS ARE AT THE TIME OUTSTANDING, THE RESPECTIVE AMOUNTS OF THE COMMITMENTS IMMEDIATELY PRIOR TO THE TIME THE COMMITMENTS CEASED TO BE OUTSTANDING), FROM AND AGAINST FOR ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND (INCLUDING ATTORNEYS' FEES) OR DISBURSEMENTS OF ANY KIND OR AND NATURE WHATSOEVER WHICH THAT MAY BE IMPOSED ON, INCURRED BY, BY OR ASSERTED AGAINST SUCH THE ADMINISTRATIVE AGENT (INCLUDING BY ANY BANK) IN ANY WAY RELATING TO OR ARISING OUT OF ANY OF CREDIT DOCUMENT OR THE LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED BY ANY OTHER INSTRUMENT OR CREDIT DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH, OR ANY ACTION TAKEN OR OMITTED BY SUCH THE ADMINISTRATIVE AGENT UNDER ANY CREDIT DOCUMENT (INCLUDING ANY OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITHFOREGOING ARISING FROM THE NEGLIGENCE OF THE ADMINISTRATIVE AGENT); PROVIDED THAT NO BANK SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING THE FOREGOING TO THE EXTENT THEY ARISE FROM SUCH ADMINISTRATIVE AGENT'S THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF THE PERSON TO BE INDEMNIFIED. Without limitation of the foregoing, each Bank agrees to reimburse either the Administrative Agent promptly upon demand for such Bank's its ratable share of any out-of-pocket costs or expenses (including counsel fees) incurred payable by such Administrative Agent in connection with enforcement (whether through negotiationsthe Borrower under Section 9.04, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, any of the Loan Documents or any other instrument or document furnished pursuant hereto or in connection herewith to the extent that such the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower; provided, however, that upon recovery of any or all of such costs and expenses by the Administrative Agent from the Borrower, the Administrative Agent shall remit to each Bank its ratable share of such amounts so recovered. The agreements contained in this Section shall survive payment in full of the Advances and all other amounts payable under this Agreement.

THE BANKS AGREE TO INDEMNIFY. EACH ADMINISTRATIVE --------------- AGENT AND THE ISSUING BANK (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), RATABLY ACCORDING TO THE RESPECTIVE PRINCIPAL AMOUNTS OF THE NOTES THEN HELD BY EACH OF THEM (OR IF NO ADVANCES ARE AT THE TIME OUTSTANDING OR IF ANY NOTES ARE HELD BY PERSONS WHICH ARE NOT BANKS, RATABLY ACCORDING TO EITHER (A) THE RESPECTIVE AMOUNTS OF THEIR -103- 109 COMMITMENTS, OR (B) IF NO COMMITMENTS ARE AT THE TIME OUTSTANDING, THE RESPECTIVE AMOUNTS OF THE COMMITMENTS IMMEDIATELY PRIOR TO THE TIME THE COMMITMENTS CEASED TO BE OUTSTANDING), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH ADMINISTRATIVE AGENT OR THE ISSUING BANK IN ANY WAY RELATING TO OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH, OR ANY ACTION TAKEN OR OMITTED BY SUCH ADMINISTRATIVE AGENT OR THE ISSUING BANK UNDER ANY OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH; PROVIDED THAT NO BANK SHALL -------- BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM SUCH ADMINISTRATIVE AGENT'S OR THE ISSUING BANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limitation of the foregoingWITHOUT LIMITATION OF THE FOREGOING, each Bank agrees to reimburse either Administrative Agent promptly upon demand for such Bank's ratable share of any outEACH BANK AGREES TO REIMBURSE EITHER ADMINISTRATIVE AGENT OR THE ISSUING BANK PROMPTLY UPON DEMAND FOR SUCH BANK'S RATABLE SHARE OF ANY OUT-ofOF-pocket expenses POCKET EXPENSES (including counsel feesINCLUDING COUNSEL FEES) incurred by such Administrative Agent in connection with enforcement INCURRED BY SUCH ADMINISTRATIVE AGENT OR THE ISSUING BANK IN CONNECTION WITH ENFORCEMENT (whether through negotiationsWHETHER THROUGH NEGOTIATIONS, legal proceedings or otherwiseLEGAL PROCEEDINGS OR OTHERWISE) ofOF, or legal advice in respect of rights or responsibilities underOR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, any of the Loan Documents or any other instrument or document furnished pursuant hereto or in connection herewith to the extent that such Administrative Agent is not reimbursed for such expenses by the BorrowerANY OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH TO THE EXTENT THAT SUCH ADMINISTRATIVE AGENT OR THE ISSUING BANK IS NOT REIMBURSED FOR SUCH EXPENSES BY THE BORROWER.

THE BANKS AGREE TO INDEMNIFY. EACH ADMINISTRATIVE THE AGENT AND THE CO-AGENTS (TO THE EXTENT NOT REIMBURSED BY THE BORROWERBORROWER OR THE GUARANTOR), RATABLY ACCORDING TO THE RESPECTIVE PRINCIPAL AMOUNTS OF THE A NOTES THEN HELD BY EACH OF THEM (OR IF NO ADVANCES A NOTES ARE AT THE TIME OUTSTANDING OR IF ANY A NOTES ARE HELD BY PERSONS WHICH ARE NOT BANKS, RATABLY ACCORDING TO EITHER (AI) THE RESPECTIVE AMOUNTS OF THEIR -103- 109 COMMITMENTS, OR (BII) IF NO ALL COMMITMENTS ARE AT THE TIME OUTSTANDINGHAVE TERMINATED, THE RESPECTIVE AMOUNTS OF THE COMMITMENTS IMMEDIATELY PRIOR TO THE TIME THE COMMITMENTS CEASED TO BE OUTSTANDINGTERMINATED), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH ADMINISTRATIVE THE AGENT AND THE CO-AGENTS IN ANY WAY RELATING TO OR ARISING OUT OF ANY OF THE LOAN CREDIT DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH, OR ANY ACTION TAKEN OR OMITTED BY SUCH ADMINISTRATIVE THE AGENT UNDER ANY OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH; CREDIT DOCUMENTS, PROVIDED THAT NO BANK SHALL BE LIABLE TO THE AGENT AND THE CO-AGENTS FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS DIS- -38- 44 BURSEMENTS RESULTING FROM SUCH ADMINISTRATIVE THE AGENT'S OR ANY CO-AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limitation of the foregoingWITHOUT LIMITATION OF THE FOREGOING, each Bank agrees to reimburse either Administrative Agent promptly upon demand for such Bank's ratable share of any outEACH BANK AGREES TO REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY OUT-ofOF-pocket expenses POCKET EXPENSES (including counsel feesINCLUDING COUNSEL FEES) incurred by such Administrative Agent in connection with enforcement INCURRED BY THE AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT OR ENFORCEMENT (whether through negotiationsWHETHER THROUGH NEGOTIATIONS, legal proceedings or otherwiseLEGAL PROCEEDINGS OR OTHERWISE) ofOF, or legal advice in respect of rights or responsibilities underOR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, any of the Loan Documents or any other instrument or document furnished pursuant hereto or in connection herewith to the extent that such Administrative Agent is not reimbursed for such expenses by the BorrowerTHE CREDIT DOCUMENTS TO THE EXTENT THAT THE AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY THE BORROWER OR THE GUARANTOR.

THE BANKS AGREE TO INDEMNIFY. EACH ADMINISTRATIVE THE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), RATABLY ACCORDING TO THE RESPECTIVE PRINCIPAL AMOUNTS OF THE NOTES THEN HELD BY EACH OF THEM (OR IF NO ADVANCES ARE AT THE TIME OUTSTANDING OR IF ANY NOTES ARE HELD BY PERSONS WHICH ARE NOT BANKS, RATABLY ACCORDING TO EITHER (A) THE RESPECTIVE AMOUNTS OF THEIR -103- 109 COMMITMENTS, OR (B) IF NO COMMITMENTS ARE AT THE TIME OUTSTANDING, THE RESPECTIVE AMOUNTS OF THE THEIR COMMITMENTS IMMEDIATELY PRIOR TO THE TIME THE COMMITMENTS CEASED TO BE OUTSTANDING), FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH ADMINISTRATIVE THE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO REFERRED TO IN OR IN CONNECTION HEREWITHPERTAINING TO ANY LOAN DOCUMENT, OR ANY ACTION TAKEN OR OMITTED BY SUCH ADMINISTRATIVE THE AGENT UNDER ANY OF THE LOAN DOCUMENTS DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO REFERRED TO IN OR PERTAINING TO ANY LOAN DOCUMENT, INCLUDING, WITHOUT LIMITATION, IN CONNECTION HEREWITH; EACH OF THE FOREGOING CASES, ANY SUCH CLAIM, LIABILITY, OBLIGATION, LOSS, DAMAGE, PENALTY, ACTION, JUDGMENT, SUIT, COST, EXPENSE OR DISBURSEMENT RESULTING FROM THE NEGLIGENCE OF THE AGENT, PROVIDED THAT NO BANK SHALL BE LIABLE FOR ANY PORTION OF SUCH CLAIMS, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM SUCH ADMINISTRATIVE THE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limitation of the foregoingWITHOUT LIMITATION OF THE FOREGOING, each Bank agrees to reimburse either Administrative Agent promptly upon demand for such Bank's ratable share of any outEACH BANK AGREES TO REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY REASONABLE OUT-ofOF-pocket expenses POCKET EXPENSES (including counsel feesINCLUDING REASONABLE COUNSEL FEES) incurred by such Administrative Agent in connection with enforcement INCURRED BY THE AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT OR ENFORCEMENT (whether through negotiationsWHETHER THROUGH NEGOTIATIONS, legal proceedings or otherwiseLEGAL PROCEEDINGS OR OTHERWISE) ofOF, or legal advice in respect of rights or responsibilities under, any of the Loan Documents or any other instrument or document furnished pursuant hereto or in connection herewith to the extent that such Administrative Agent is not reimbursed for such expenses by the Borrower.OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER ANY LOAN DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT REFERRED TO IN OR PERTAINING TO ANY LOAN DOCUMENT TO THE EXTENT THAT THE AGENT IS NOT REIMBURSED FOR SUCH