Common use of Indemnification of Agent Clause in Contracts

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, to the extent that the Loan Parties for any reason fails to indefeasibly pay any amount required under Section 10.04 to be paid by them to the Agent (or any sub-agent thereof), the Lenders hereby agree to shall indemnify the Agent, any sub-agent thereof, the L/C Issuer and any Related Party, as the case may be, be ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, any sub-agent thereof, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, any sub-agent thereof, the L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, any sub-agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewith; provided, that that, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to shall indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, be ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to shall indemnify the Agent, the each L/C Issuer and any Related Party, as the case may be, be ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the any L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the any L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the any L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting To the obligations of extent the Loan Parties hereunderAgent is not reimbursed and indemnified by the Credit Parties, the Lenders hereby agree to each Lender will reimburse and indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable Percentagesthe respective amounts of the Loans outstanding under all Facilities (or if no amounts are outstanding, from ratably in accordance with the Total Commitments), in either case, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against the AgentAgent in performing its duties hereunder, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewithCredit Documents; provided, provided that no Lender shall be liable to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ 's gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the each L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the such L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the such L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the such L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting To the obligations of extent the Loan Parties hereunderAgent is not reimbursed and indemnified by the Credit Parties, the Lenders hereby agree to each Lender will reimburse and indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable Percentagesthe respective amounts of the Loans outstanding under all Facilities (or if no amounts are outstanding, from ratably in accordance with the aggregate Commitments), in either case, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against the AgentAgent in performing its duties hereunder, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewithCredit Documents; provided, provided that no Lender shall be liable to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ 's gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agent. Without limiting To the obligations of extent the Loan Parties hereunderAdministrative Agent is not reimbursed and indemnified by the Borrower, the Lenders hereby agree to each Lender will reimburse and indemnify the Administrative Agent, the L/C Issuer and any Related Partyin proportion to its aggregate Applicable Percentage, as the case may be, ratably according to their Applicable Percentages, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against the AgentAdministrative Agent in performing its duties hereunder, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document Financing Document, including all applicable Taxes to which the Administrative Agent may be subject in so performing or that are in any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewithway so related; provided, provided that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s, the L/C Issuer’s and their Related Parties’ 's gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionwilful misconduct.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree Each Liquidity Bank agrees to indemnify the AgentAgent and its officers, directors, employees, representatives and agents (to the L/C Issuer extent not reimbursed by the Borrower and any Related Party, as without limiting the case may beobligation of the Borrower to do so), ratably according to in accordance with their Applicable Percentagesrespective Ratable Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Agent in its capacity as such or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by, by or asserted against the AgentAgent or such Person as a result of, the L/C Issuer and their Related Parties or arising out of, or in any way relating related to or arising out by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties document furnished in connection therewith; provided, that no Lender shall be liable for herewith (but excluding any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Agent’sbad faith, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct of the Agent or such Person as finally determined by a final and nonappealable judgment of a court of competent jurisdiction).

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the L/C Issuer Agent and any Related Party, as the case may be, ratably according to their Applicable Percentageseach Lender’s portion of the Term Loan, from and against any and all liabilities, 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 Agent, the L/C Issuer Agent and their its Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer Agent and their its Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their its Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agent) authorized to act for, any other Lender.

Indemnification of Agent. Without Each Liquidity Bank agrees to indemnify the Agent and its officers, directors, employees, representatives and agents (to the extent not reimbursed by the Loan Parties and without limiting the obligations obligation of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the L/C Issuer and any Related Party, as the case may bedo so), ratably according to in accordance with their Applicable Percentagesrespective Ratable Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Agent in its capacity as such or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by, by or asserted against the AgentAgent or such Person as a result of, the L/C Issuer and their Related Parties or arising out of, or in any way relating related to or arising out by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties document furnished in connection therewith; provided, that no Lender shall be liable for herewith (but excluding any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Agent’sbad faith, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct of the Agent or such Person as finally determined by a final and nonappealable judgment of a court of competent jurisdiction).

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to shall severally indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, to the extent not reimbursed by the Loan Parties, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence negligence, bad faith or willful misconduct as determined by a final and nonappealable non-appealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting To the obligations of extent the Loan Parties hereunderAgent is not reimbursed and indemnified by DFC or DMC, the Lenders hereby agree to each Lender will reimburse and indemnify the Agent, in proportion to its respective Commitment (before giving effect to any termination of the L/C Issuer and any Related Party, as Commitments pursuant to the case may be, ratably according to their Applicable Percentagesterms of this Agreement), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys' fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against the AgentAgent in performing its duties hereunder and under the other Loan Documents, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewithDocuments; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ 's gross negligence or willful misconduct misconduct, as determined evidenced by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewith; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby The Banks agree to indemnify Agent and Collateral Agent (to the Agentextent not reimbursed by Borrower) ratably, the L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable respective Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, by or asserted against the Agent, the L/C Issuer and their Related Parties in its capacity as agent, or Collateral Agent, in its capacity as collateral agent, in any way relating to or arising out of this Agreement, the Intercreditor Agreement or any other Loan Document or any action taken or omitted by Agent or Collateral Agent with respect to be taken by the Agentthis Agreement, the L/C Issuer and their Related Parties in connection therewith; providedIntercreditor Agreement or any Loan Document, provided that no Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees) or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct of Agent or Collateral Agent or from any action taken or omitted by Agent or Collateral Agent in any capacity other than as determined by a final and nonappealable judgment of a court of competent jurisdictionagent or collateral agent, as the case may be, under this Agreement or the Intercreditor Agreement.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree (a) Each Purchaser agrees to indemnify the AgentAgent and its officers, directors, employees, representatives and agents (to the L/C Issuer extent not reimbursed by the Seller Parties and any Related Party, as without limiting the case may beobligation of the Seller Parties to do so), ratably according to in accordance with their Applicable Percentagesrespective Percentages or Capital, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Agent in its capacity as Agent or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by, by or asserted against the AgentAgent or such Person as a result of, the L/C Issuer and their Related Parties or arising out of, or in any way relating related to or arising out by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties document furnished in connection therewith; provided, that no Lender shall be liable for herewith (but excluding any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Agent’sbad faith, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct of the Agent or such Person as finally determined by a final and nonappealable judgment of a court of competent jurisdiction).

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to shall indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, to the extent not reimbursed by the Loan Parties, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the L/C Issuer Agent and any all of its Related PartyParties, as the case may be, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the L/C Issuer Agent and their its Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer Agent and their all of its Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their or its Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree The LC Bank and each Purchaser agrees to indemnify the AgentAgent and its officers, directors, employees, representatives and agents (to the L/C Issuer extent not reimbursed by the Seller Parties and any Related Party, as without limiting the case may beobligation of the Seller Parties to do so), ratably according to in accordance with their Applicable Percentagesrespective Percentages or Capital, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Agent in its capacity as Agent or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by, by or asserted against the AgentAgent or such Person as a result of, the L/C Issuer and their Related Parties or arising out of, or in any way relating related to or arising out by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties document furnished in connection therewith; provided, that no Lender shall be liable for herewith (but excluding any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Agent’sbad faith, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct of the Agent or such Person as finally determined by a final and nonappealable judgment of a court of competent jurisdiction).

Indemnification of Agent. Without limiting To the obligations of extent the Loan Parties hereunderAgent is not reimbursed and indemnified by the Credit Parties, the Lenders hereby agree to each Lender will reimburse and indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable Percentagesthe respective amounts of the Loans outstanding under all Facilities (or if no amounts are outstanding, from ratably in accordance with the Total Commitments), in either case, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against the AgentAgent in performing its duties hereunder, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewithCredit Documents; provided, provided that no Lender shall be liable to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ 's gross negligence or willful misconduct as determined and provided further that if the Agent receives payment from a Credit Party in respect of any amount previously paid to Agent by a final and nonappealable judgment Lender pursuant to this Section 10.6, the Agent shall pay to any such Lender its ratable portion of a court of competent jurisdictionsuch payment.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree Each Lender agrees to indemnify the AgentAgent (to the extent not reimbursed by any of the Obligors), the L/C Issuer and any Related Party, as the case may be, ratably rateably according to their Applicable Percentages, its Lender's Proportion from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, or asserted against the Agent, the L/C Issuer and their Related Parties Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agenttransactions therein contemplated, the L/C Issuer and their Related Parties in connection therewith; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ 's gross negligence or willful misconduct as determined wilful misconduct. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its Lender's Proportion of any out-of-pocket expenses (including counsel fees) incurred by a final and nonappealable judgment the Agent in connection with the preservation of a court any rights of competent jurisdictionthe Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Obligors.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby The Banks agree to indemnify Agent and Collateral Agent (to the Agentextent not reimbursed by Borrower) ratably, the L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable respective Term Loan Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, by or asserted against the Agent, the L/C Issuer and their Related Parties in its capacity as agent, or Collateral Agent, in its capacity as collateral agent, in any way relating to or arising out of this Agreement, the Intercreditor Agreement or any other Loan Document or any action taken or omitted by Agent or Collateral Agent with respect to be taken by the Agentthis Agreement, the L/C Issuer and their Related Parties in connection therewith; providedIntercreditor Agreement or any Loan Document, provided that no Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees) or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct of Agent or Collateral Agent or from any action taken or omitted by Agent or Collateral Agent in any capacity other than as determined by a final and nonappealable judgment of a court of competent jurisdictionagent or collateral agent, as the case may be, under this Agreement or the Intercreditor Agreement.

Indemnification of Agent. Without The Lenders shall indemnify the Administrative Agent (to the extent not reimbursed by the Loan Parties and without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the L/C Issuer and any Related Party, as the case may be), ratably according to their Applicable Percentages, from and against any and all liabilities, 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, any sub-agent of the L/C Issuer foregoing and their respective Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the any Agent, any sub-agent of the L/C Issuer foregoing and their respective Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the any Agent’s, the L/C Issuer’s and such sub-agent’s, or their respective Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable non-appealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to shall indemnify the Agent, the L/C Issuer any sub-agent thereof and any Related Party, as the case may be, be ratably according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or -88- nature whatsoever that may be imposed on, incurred by, or asserted against the Agent, the L/C Issuer any sub-agent thereof and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer any sub-agent thereof and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuerany sub-agent’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the Term Loan Agent, the L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the Term Loan Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the Term Loan Agent, the L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the Term Loan Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the The Lenders hereby agree to indemnify the Agent, the L/C Issuer Agent and any Related Party, as the case may bebe (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the L/C Issuer any Agent and their its Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer Agent and their its Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their its Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting To the obligations of extent the Loan Parties hereunderAgent is not reimbursed and indemnified by FFCC or DMC, the Lenders hereby agree to each Lender will reimburse and indemnify the Agent, in proportion to its respective Commitments (before giving effect to any termination of the L/C Issuer and any Related Party, as Commitments pursuant to the case may be, ratably according to their Applicable Percentages, terms of this Agreement) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against the AgentAgent in performing its duties hereunder and under the other Loan Documents, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewithDocuments; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ 's gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the each L/C Issuer and any Related Party, as the case may be, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the such L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the such L/C Issuer issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the such L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting To the obligations of extent the Loan Parties hereunderAgent (or any affiliate thereof) is not reimbursed and indemnified by the Borrowers, the Lenders hereby agree to will reimburse and indemnify the Agent, the L/C Issuer Agent (and any Related Party, as the case may be, ratably according affiliate thereof) in proportion to their Applicable Percentages, from respective “percentage” as used in determining the Requisite Lenders (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of any whatsoever kind or nature whatsoever that which may be imposed on, incurred by, or asserted against or incurred by the Agent, the L/C Issuer and their Related Parties Agent (or any affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewithDocument; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s (or such affiliate’s, the L/C Issuer’s and their Related Parties’ ) gross negligence or willful misconduct (as determined by a final and nonappealable judgment of a court of competent jurisdictionjurisdiction in a final and non-appealable decision).

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent, the L/C Issuer and any Related Party, as the case may be, to the extent not reimbursed by the Loan Parties, ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting To the obligations of extent the Loan Parties hereunderAgent is not reimbursed and indemnified by DFC or DMC, the Lenders hereby agree to each Lender will reimburse and indemnify the Agent, in proportion to its respective Commitment (before giving effect to any termination of the L/C Issuer and any Related Party, as Commitments pursuant to the case may be, ratably according to their Applicable Percentagesterms of this Agreement), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys' fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against the AgentAgent in performing its duties hereunder and under the other Loan Documents, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewithDocuments; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ 's gross negligence or willful misconduct wilful misconduct, as determined evidenced by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, to the extent that the Loan Parties for any reason fails to indefeasibly pay any amount required under Section 10.04 to be paid by them to the Agent (or any sub-agent thereof), the Lenders hereby agree to shall indemnify the Agent, any sub-agent thereof, the L/C Issuer and any Related Party, as the case may be, be ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, any sub-agent thereof, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, any sub-agent thereof, the L/C Issuer and their Related Parties in connection therewith; providedprovided that, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, any sub-agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting To the obligations of extent the Loan Parties hereunderAgent is not reimbursed and indemnified by DFC or DMC, the Lenders hereby agree to each Lender will reimburse and indemnify the Agent, in proportion to its respective Commitments (before giving effect to any termination of the L/C Issuer and any Related Party, as Commitments pursuant to the case may be, ratably according to their Applicable Percentages, terms of this Agreement) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys' fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against the AgentAgent in performing its duties hereunder and under the other Loan Documents, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties in connection therewithDocuments; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the L/C Issuer’s and their Related Parties’ 's gross negligence or willful wilful misconduct as determined evidenced by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, to the extent that the Loan Parties for any reason fails to indefeasibly pay any amount required under Section 10.04 to be paid by them to the Agent (or any sub-agent thereof), the Lenders hereby agree to shall indemnify the Agent, any sub-agent thereof, the L/C Issuer and any Related Party, as the case may be, be ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, any sub-agent thereof, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, any sub-agent thereof, the L/C Issuer and their 9656966v810314033v12 Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, any sub-agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, the The Lenders hereby agree to indemnify the Agent, Agent (to the L/C Issuer extent not reimbursed by the Borrowers and any Related Party, as without limiting the case may be, ratably according obligation of the Borrowers to their Applicable Percentagesdo so), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that which may at any time be imposed on, incurred by, by or asserted against the Agent, the L/C Issuer and their Related Parties Agent in any way relating to or arising out of (a) this Financing Agreement or any other Loan Document ancillary document, or any documents contemplated by or referred to herein, (b) the transactions contemplated hereby or (c) any action taken or omitted to be taken by the Agent, the L/C Issuer and their Related Parties Agent under or in connection therewithwith any of the foregoing; provided, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final misconduct. The agreements of the Lenders set forth in this paragraph shall survive the termination of this Financing Agreement and nonappealable judgment the repayment of a court of competent jurisdictionthe Obligations.

Indemnification of Agent. Without limiting the obligations of the Loan Parties hereunder, to the extent that the Loan Parties for any reason fails to indefeasibly pay any amount required under Section 10.04 to be paid by them to the Agent (or any sub-agent thereof), the Lenders hereby agree to shall indemnify the Agent, any sub-agent thereof, the L/C Issuer and any Related Party, as the case may be, be ratably according to their Applicable Percentages, from and against any and all liabilities, 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 Agent, any sub-agent thereof, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Agent, any sub-agent thereof, the L/C Issuer and their Related Parties in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s, any sub-agent’s, the L/C Issuer’s and their Related Parties’ gross negligence DB1/ 124773100.6 -138- or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.