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This excerpt taken from the AYR 8-K filed Dec 18, 2006. Indemnification. Without limitation of Section 12.9 of the Credit Agreement or any other indemnification provision in any Loan Document, the Guarantors hereby jointly and severally covenant and agree to pay, indemnify, and hold the Guaranteed Parties harmless from and against any and all other out-of-pocket liabilities, costs, expenses or disbursements of any kind or nature whatsoever arising in connection with any claim or litigation by any Person resulting from the execution, delivery, enforcement, performance and administration of this Guaranty Agreement or the Loan Documents, or the transactions contemplated hereby or thereby, or in any respect relating to the Collateral or any transaction pursuant to
which any Guarantor has incurred any Obligations (all the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Guarantors shall have no obligation hereunder with respect to indemnified liabilities directly or primarily arising from the willful misconduct or gross negligence of the Agent or any Guaranteed Party. The agreements in this subsection shall survive repayment of all Obligations, termination or expiration of this Guaranty Agreement and occurrence of the Stated Termination Date.
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