Common use of Indemnification of Administrative Agent Clause in Contracts

Indemnification of Administrative 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 Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Obligations; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Company. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; provided, however, that but no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Company. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; provided, however, that no Lender shall be liable for the payment to the any Administrative Agent-Related Persons Person of any portion of such the Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) 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) 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 Company. The undertaking in this Section shall survive the termination of this Agreement, the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall Each Bank agrees to --------------------------------------- indemnify upon demand the Agent-Related Persons Administrative Agent (to the extent not reimbursed by or on behalf of the Company Borrower and without limiting the obligation of the Company Borrower to do so), pro rataratably according to its Percentage, from and against any and all Indemnified Obligations; 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 kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in any way relating to or arising out of such Indemnified Obligations resulting solely from such Personthis Agreement or any action taken or omitted by Administrative Agent under this Agreement except for Administrative Agent's gross negligence or willful misconduct. The obligations of the Banks under this Section 8 shall survive termination of the Agreement. Without limitation of the foregoing, each Lender shall Bank agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costscounsel fees) 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 Company. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative AgentBorrower.

Indemnification of Administrative 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 Company Borrower and without limiting the obligation of the Company Borrower to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; providedPROVIDED, howeverHOWEVER, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 CompanyBorrower and its Subsidiaries. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall agree to indemnify upon demand the Agent-Related Persons Administrative Agent (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do soBorrowers), pro rataPro Rata, from and against any and all Indemnified Obligations; 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 Administrative Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by Administrative Agent under the Loan Documents, provided that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such PersonAdministrative Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall agrees to reimburse the Administrative Agent Agent, on a Pro Rata basis, promptly upon demand for its ratable share of any costs or out-of-pocket out‑of‑pocket expenses (including Attorney Costscounsel fees) 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 Company. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative AgentBorrowers.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Administrative Agent and its Related Persons Parties (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro ratain accordance with such Lender’s Pro Rata Share of all Loans and Commitments, from and against any and all Indemnified ObligationsLiabilities; provided, however, provided that no Lender shall be liable for the payment to the Agent-Administrative Agent or any Related Persons Party thereof of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's ’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Company. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company Borrower and without limiting the obligation of the Company Borrower to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 CompanyBorrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative 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 Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; provided, however, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Company. The undertaking in this Section section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative 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 Company Borrowers and without limiting the obligation of the Company Borrowers to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; provided, -------- however, that no Lender Bank shall be liable for the payment to the Agent-Related ------- Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 CompanyBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company Borrower and without limiting the obligation of the Company Borrower to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's ’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 CompanyBorrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to To the extent the Administrative Agent is not reimbursed and indemnified by or on behalf of the Company Borrower, each Lender will reimburse and without limiting indemnify the obligation of the Company Administrative Agent, ratably according to do so)their respective Pro Rata Share, pro ratafor, from and against any and all Indemnified Obligationsliabilities, 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 Administrative 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 Administrative Agent for any portion of such Indemnified Obligations liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Personthe Administrative Agent's gross negligence or willful misconduct. Without limitation The obligations and indemnifications arising under this Section 12.7 shall survive termination of this Agreement, repayment of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative 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 Administrative Agent is not reimbursed for such expenses by or on behalf Credit and expiration of the Company. The undertaking in this Section shall survive the payment Letters of all Obligations hereunder and the resignation or replacement of the Administrative AgentCredit.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify indemnify, upon demand the demand, any Administrative Agent-Related Persons Person (to the extent not reimbursed by or on behalf of the Company Lessee and without limiting the obligation of the Company Lessee to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; provided, however, that no Lender shall be liable for the payment to the any Administrative Agent-Related Persons Person of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent Agent, upon demand demand, for its ratable share of any costs or out-of-pocket expenses (including Attorney Costsreasonable attorney 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 Loan Agreement, any other Loan Operative Document, or any document contemplated by or referred to hereinherein or therein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the CompanyBorrower or Lessee. 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 Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Administrative Agent and its Related Persons Parties (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro ratain accordance with such Lender's Pro Rata Share of all Loans and Commitments, from and against any and all Indemnified ObligationsLiabilities; provided, however, provided that no Lender shall be liable for the payment to the Agent-Administrative Agent or any Related Persons Party thereof of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Company. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative 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 Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Credit 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 Company. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company Borrower and without limiting the obligation of the Company Borrower to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; providedPROVIDED, howeverHOWEVER, that no Lender Bank shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 CompanyBorrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to To the extent the Administrative Agent and its advisors are not reimbursed and indemnified by or on behalf of the Company Borrower, each Lender will reimburse and without limiting indemnify the obligation of the Company Administrative Agent and its advisors in proportion to do so)its respective outstanding credit exposure, pro rata, from for and against any and all Indemnified Obligationsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including all reasonable expenses) which may be imposed on, incurred by or asserted against the Administrative Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or for any payments made by the Administrative Agent to its advisors; provided, however, provided that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Personthe Administrative Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Company. The undertaking agreements contained in this Section shall survive any termination of this Agreement and the other Loan Documents and the payment of all Obligations hereunder and the resignation or replacement in full of the Administrative AgentObligations.

Indemnification of Administrative 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 Company and without limiting the obligation of the Company to do so), pro ratain accordance with such Lender's Pro Rata Share of all Loans, from and against any and all Indemnified ObligationsLiabilities; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Company. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment to the any Administrative Agent-Related Persons Person of any portion of such the Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Company. The undertaking in this Section shall survive the termination of this Agreement, the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not The Lenders agree to indemnify the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons Administrative Agent (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do soBorrower), pro rataratably according to their respective Commitment Percentages, from and against any and all Indemnified Obligationsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Credit Documents or any action taken or omitted by the Administrative Agent under this Agreement or any of the other Credit Documents; providedprovided that, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Personthe Administrative Agent's gross negligence or willful misconduct. Without limitation of to the foregoing, each Lender shall agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costscounsel fees) 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, Agreement or any document contemplated by or referred to hereinof the other Credit Documents, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative AgentBorrower.

Indemnification of Administrative 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 Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Obligations; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Company. The undertaking in this 79 87 Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company Company, the Lessee or the Guarantor and without limiting the obligation of the Company Company, the Lessee or the Guarantor to do so), pro rataratably in accordance with their respective Commitment Percentage, from and against any and all Indemnified ObligationsLiabilities; provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Operative 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 Company, the Lessee or the Guarantor. The undertaking in this Section 10.07 shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand the (Credit Agreement) 65 72 Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company Borrower and without limiting the obligation of the Company Borrower to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; provided, however, that no Lender Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 CompanyBorrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative 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 Company and without limiting the obligation of the Company to do so), pro ratain accordance with such ▇▇▇▇▇▇'s Pro Rata Share of all Loans, from and against any and all Indemnified ObligationsLiabilities; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 Company. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company Borrowers and without limiting the obligation of the Company Borrowers to do so), pro rata, from and against any and all Indemnified ObligationsLiabilities; provided, however, that no Lender shall be liable for the payment to the Administrative Agent-Related Persons of any portion of such Indemnified Obligations Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney 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 CompanyBorrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.