Common use of Indemnification by Lenders Clause in Contracts

Indemnification by Lenders. Each Lender severally agrees to indemnify and hold harmless each Agent, to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on and to the extent of such Lender’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought), 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 which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full).

Indemnification by Lenders. Each Lender severally agrees to indemnify pay any amount required to be paid by any Obligor under Sections 9.3(a) and hold harmless each Agent9.3(b) to Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing (each, an “Agent Indemnitee”) to the extent that such Agent shall not have been timely reimbursed by an Obligor and without limiting the Borrowerobligation of any Obligor to do so, based on and to the extent of such Lender’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought), for hold harmless and indemnify each Agent Indemnitee from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding the fees, judgments, suits, costs, expenses (including counsel fees charges and disbursements) or disbursements of any kind whatsoever that may at any time (whether before or nature whatsoever which may after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the other Credit Documentstransactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing, in each case ratably in accordance with such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that (i) the unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent) in its capacity as such or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent) in connection with such capacity, and (ii) no Lender shall be liable for the payment to any Agent for Indemnitee of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined that are found by a final, final and non-appealable judgment decision of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or to have resulted from such other Lenders as may be required to give such instructions under Section 10.5) shall constitute Agent Indemnitee’s gross negligence negligence, bad faith or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share The obligations of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior Lenders under this Section 9.3(c) are subject to the date on which the Loans are paid in fullprovisions of Section 2.6(c).

Indemnification by Lenders. Each Participating Canadian Lender severally or Participating ROW Lender, as applicable, agrees to indemnify and hold harmless each Agent, Bank of America (to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on Obligors and to without limiting the extent of such Lender’s pro rata share (determined as obligations of the time that the applicable unreimbursed indemnity payment is sought), Obligors hereunder or under any other Loan Document) ratably for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsattorneys’ fees) or disbursements of any kind or and nature whatsoever which that may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Bank of America in any way relating to or arising out of this Agreement any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the other Credit Documentsaccount of any Canadian Borrower or any ROW Borrower, respectively, or any action taken or omitted by Bank of America in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent it arises from such Agent’s the gross negligence or willful misconductmisconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as determined applicable, agrees to reimburse Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by a final, non-appealable judgment the Borrowers to Bank of a court America in respect of competent jurisdiction (it being understood the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to the extent that Bank of America is not promptly reimbursed for such costs and agreed that no action taken expenses by the Borrowers in accordance with the directions requirements of the Required Lenders (or such other Lenders as may be required to give such instructions under this Agreement. The agreements contained in this Section 10.52.10(e) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity survive payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the of all Canadian Revolving Loans are paid in full)and ROW Revolving Loans.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitslitigation, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suitslitigation, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable non‑appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender severally agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.5) shall constitute gross negligence 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or willful misconduct)proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. If any indemnity furnished to any the Borrower shall reimburse the Administrative Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require Indemnified Costs following payment by any Lender to indemnify any the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess respect of such Lender’s pro rata share. For purposes hereofIndemnified Costs pursuant to this Section, the Administrative Agent shall share such reimbursement on a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at ratable basis with each Lender making any such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)payment.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on Loan Parties) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrowers under Section 10.5) shall constitute gross negligence 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender or any other Person. To the extent that the Administrative Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement the “Administrative Agent” in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” this Section 8.05 shall be determined based upon its share of the outstanding Loans at deemed to include any such time (Affiliate or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)sub-agent, as applicable.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Administrative Agent, its affiliates and their respective directors, officers, agents and employees (to the extent that such Agent shall not have been timely promptly reimbursed by Borrower) ratably in accordance with its interest in the BorrowerLoan, based on and to the extent of such Lender’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by Borrower under this Agreement or the other Loan Documents, to the extent that Administrative Agent is not promptly reimbursed for such other Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence costs and expenses by Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 15.4 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely reimbursed by the BorrowerBorrower and without limiting the obligation of the Borrower to do so), based on from and to the extent of against such Lender’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the other Credit DocumentsAdministrative Agent under this Agreement (collectively, the “Indemnified Costs”); provided provided, that (i) no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements the Indemnified Costs resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct and (ii) the Indemnified Costs were incurred by or asserted against the Administrative Agent in its capacity as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions such. Without limitation of the Required Lenders (or such other Lenders as may be required foregoing, each Lender agrees to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any reimburse the Administrative Agent promptly upon demand for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior of any out-of-pocket expenses (including reasonable counsel 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, to the date on which extent that the Loans are paid in full)Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 9.16 applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on Borrowers) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrowers under Section 10.5) shall constitute gross negligence 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Designated Agent (to the extent that such Agent shall not have been timely reimbursed by the BorrowerBorrower and without limiting the obligation of the Borrower to do so), based on from and to the extent of against such Lender’s pro rata share (determined as Pro Rata Share of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Designated Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the other Credit Documents; Designated Agent under this Agreement (collectively, the “Indemnified Costs”), provided that (i) no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements the Indemnified Costs resulting from such the Designated Agent’s gross negligence or willful misconductmisconduct and (ii) provided that the Indemnified Costs were incurred by or asserted against the Designated Agent in its capacity as such. Without limitation of the foregoing, as determined each Lender agrees to reimburse the Designated Agent promptly upon demand for its Pro Rata Share of any out-of-pocket expenses (including reasonable counsel fees) incurred by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken the Designated Agent in accordance connection with the directions 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, to the Required Lenders (extent that the Designated Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or such other Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 9.16 applies whether any purpose shallsuch investigation, in litigation or proceeding is brought by the opinion of such Designated Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)third party.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.5) shall constitute gross negligence 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Designated Agent (to the extent that such Agent shall not have been timely reimbursed by the BorrowerBorrower and without limiting the obligation of the Borrower to do so), based on from and to the extent of against such Lender’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Designated Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the other Credit Documents; Designated Agent under this Agreement (collectively, the “Indemnified Costs”), provided that (i) no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements the Indemnified Costs resulting from such the Designated Agent’s gross negligence or willful misconduct, misconduct and (ii) provided that the Indemnified Costs were incurred by or asserted against the Designated Agent in its capacity as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions such. Without limitation of the Required Lenders (or such other Lenders as may be required foregoing, each Lender agrees to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any reimburse the Designated Agent promptly upon demand for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Designated 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, to the date on which extent that the Loans are paid in full)Designated Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 9.15 applies whether any such investigation, litigation or proceeding is brought by the Designated Agent, any Lender or a third party.

Indemnification by Lenders. Each To the extent that the Borrowers fails to pay any amount required to be paid by it to the Administrative Agent (and any subagent thereof), the Collateral Agent or any Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to indemnify and hold harmless each Agent, pay (without in any way limiting the Borrowers’ respective obligation to pay such amounts) to the extent that Administrative Agent (and any sub-agent thereof) or such Agent shall not have been timely reimbursed by Issuing Bank, as the Borrowercase may be, based on and to the extent of such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, for and against any and all liabilitiesprovided that the unreimbursed expense or indemnified loss, obligationsclaim, lossesdamage, damagesliability or related expense, penaltiesas the case may be, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, was incurred by or asserted against the Administrative Agent (and any sub-agent thereof) or such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise Issuing Bank in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata sharesuch. For purposes hereof, a Lender’s “pro rata share” of any amount payable to the Administrative Agent (and any sub-agent thereof) shall be determined based upon its such Lender’s share of the sum of the total Revolving Facility Exposure, outstanding Term Loans, Incremental Loans and unused Commitments at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with time, and a “Lender’s “pro rata share” of any amount payable to an Issuing Bank shall be determined based upon such Lender’s pro rata share immediately prior to of the date on which sum of the Loans are paid total Revolving Facility Loans, L/C Exposure and unused Revolving Facility Commitments at the time. The indemnification obligations in full)this section shall survive the resignation or replacement of the Indemnitee under this Credit Agreement, or the termination or expiry of this Credit Agreement.

Indemnification by Lenders. Each Participating Specified Foreign Currency Lender severally under a Tranche agrees to indemnify and hold harmless each Agent, the Fronting Lender (to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on Borrowers and to without limiting the extent of such Lender’s pro rata share (determined as obligations of the time that the applicable unreimbursed indemnity payment is sought), Borrowers hereunder or under any other Loan Document) ratably for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsattorneys’ fees) or disbursements of any kind or and nature whatsoever which that may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Fronting Lender in any way relating to or arising out of this Agreement any Specified Foreign Currency Loans under such Tranche or any action taken or omitted by the other Credit DocumentsFronting Lender in connection therewith; provided that no Participating Specified Foreign Currency Lender under such Tranche shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent it arises from such Agent’s the gross negligence or willful misconduct, misconduct of the Fronting Lender (as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood in a final and agreed that no action taken non-appealable judgment). Without limiting the foregoing, each Participating Specified Foreign Currency Lender under a Tranche agrees to reimburse the Fronting Lender promptly upon demand for such Participating Specified Foreign Currency Lender’s ratable share of any 202 costs or expenses payable by the Borrowers to the Fronting Lender in accordance with the directions respect of the Required Lenders (or Specified Foreign Currency Loans under such other Lenders as may be required Tranche to give the extent that the Fronting Lender is not promptly reimbursed for such instructions under costs and expenses by the Borrowers. The agreement contained in this Section 10.5) 15.05 shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity survive payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)of all Specified Foreign Currency Loans.

Indemnification by Lenders. Each Lender severally agrees The Lenders agree to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely reimbursed by the Borrower), based on and ratably according to the extent of such Lender’s pro rata share (determined as respective principal amounts of the Notes then owing to each of them (or if no Notes are at the time that outstanding or if any Notes are held by persons which are not Lenders ratably according to the applicable unreimbursed indemnity payment is soughtrespective amounts of their Commitments), for from 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 which may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the other Credit DocumentsAdministrative Agent under this Agreement; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconductmisconduct on the part of the Administrative Agent. Without limitation of the foregoing, as determined each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken the Administrative Agent in accordance connection with the directions 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 or any other Loan Document, or in connection with any refinancing or restructuring of the Required Lenders (or such other Lenders as may be required credit arrangements provided pursuant to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shallthe Loan Documents, including, without limitation, in the opinion nature of such Agent, be insufficient a workout or become impaired, such Agent may call for additional indemnity and cease, of any insolvency or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior bankruptcy proceedings to the date on which extent that the Loans are paid in full)Administrative Agent is not reimbursed for such expenses by the Borrower.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender severally agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.5) shall constitute gross negligence 10.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 9.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender severally agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.5) shall constitute gross negligence 10.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 9.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. Each Participating Alternate Currency Lender severally agrees to indemnify and hold harmless each Agent, Bear Xxxxxxx Corporate Lending Inc. (to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on Borrower and to without limiting the extent of such Lender’s pro rata share (determined as obligations of the time that the applicable unreimbursed indemnity payment is sought), Borrower hereunder or under any other Loan Document) ratably for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsattorneys’ fees) or disbursements of any kind or and nature whatsoever which that may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Bear Xxxxxxx Corporate Lending Inc. in any way relating to or arising out of this Agreement any Alternate Currency Revolving Loans or the other Credit Documentsany action taken or omitted by Bear Xxxxxxx Corporate Lending Inc. in connection therewith; provided that no Participating Alternate Currency Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent it arises from such Agent’s the gross negligence or willful misconductmisconduct of Bear Xxxxxxx Corporate Lending Inc. Without limiting the foregoing, as determined each Participating Alternate Currency Lender agrees to reimburse Bear Xxxxxxx Corporate Lending Inc. promptly upon demand for such Participating Alternate Currency Lender’s ratable share of any costs or expenses payable by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken the Borrower to Bear Xxxxxxx Corporate Lending Inc. in accordance with the directions respect of the Required Lenders Alternate Currency Revolving Loans to the extent that Bear Xxxxxxx Corporate Lending Inc. is not promptly reimbursed for such costs and expenses by the Borrower. The agreement contained in this Section 3.18 (or such other Lenders as may be required to give such instructions under Section 10.5e) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity survive payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)of all Alternate Currency Revolving Loans.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such the Administrative Agent, arising solely in the Administrative Agent’s capacity as the Administrative Agent in exercising its powers, rights hereunder and remedies or performing its duties hereunder or under the other Credit Documents Loan Documents, or otherwise any action taken or omitted by the Administrative Agent solely in its capacity as such the Administrative Agent in any way relating to or arising out of this Agreement or under the other Credit DocumentsLoan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by Borrower under Section 10.5) shall constitute gross negligence 9.03, to the extent that the Administrative Agent, acting solely in its capacity as the Administrative Agent hereunder, is not promptly reimbursed for such costs and expenses by Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.02 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. Each Lender severally agrees to indemnify pay any amount required to be paid by Borrower or any Guarantor under paragraph (a) or (b) of this Section 11.03 to Administrative Agent and hold harmless each Agentany Related Party of Administrative Agent (each, an “Agent Indemnitee”) (to the extent that such Agent not reimbursed by Borrower or any Guarantor and without limiting the obligation of any Loan Party to do so), ratably according to their respective Applicable Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall not have terminated and the Loans shall have been timely reimbursed by the Borrowerpaid in full, based on and ratably in accordance with such Applicable Percentage immediately prior to the extent of such Lender’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is soughtdate), for from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding the fees, judgments, suits, costs, expenses (including counsel fees charges and disbursements) or disbursements of any kind whatsoever that may at any time (whether before or nature whatsoever which may after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the other Credit Documentstransactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Lender shall be liable to any Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such AgentAgent Indemnitee’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment . The agreements in this Section shall survive the termination of a court of competent jurisdiction (it being understood this Agreement and agreed that no action taken the payment in accordance with the directions full of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)Obligations.

Indemnification by Lenders. Each Lender severally agrees The Lenders agree to indemnify and hold harmless each Agent, of the Lender Agents (to the extent that such Agent shall not have been timely reimbursed by the Borrower), based on and ratably according to the extent of such Lender’s pro rata share (determined as respective principal amounts of the A Notes then owing to each of them (or if no A Notes are at the time that outstanding or if any A Notes are held by persons which are not Lenders ratably according to the applicable unreimbursed indemnity payment is soughtrespective amounts of their Commitments), for from 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 which may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such any Lender Agent in any way relating to or arising out of this Agreement or the other Credit Documentsany action taken or omitted by any Lender Agent under this Agreement; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Lender Agent’s 's, gross negligence or willful misconduct. Without limitation of the foregoing, as determined each Lender agrees to reimburse such Lender Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by a finalmuch Lender Agent in connection with the preparation, non-appealable judgment 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 or any other Loan Document, or in connection with any refinancing or restructuring of the credit arrangements provided pursuant to the Loan Documents, including in the nature of a court workout or of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (any insolvency or such other Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior bankruptcy proceedings to the date on which extent that such Lender Agent is not reimbursed for such expenses by the Loans are paid in full)Borrower.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Agents (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on Borrowers) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Agents in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAgents under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such either Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Agents promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrowers under Section 10.5) shall constitute gross negligence 9.04, to the extent that the Agents are not promptly reimbursed for such costs and expenses by the Borrowers. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.5) shall constitute gross negligence 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. Each (a)Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender severally agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.5) shall constitute gross negligence 10.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 9.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. Each Lender severally agrees to indemnify and hold harmless each Agent, to To the extent that such Agent shall not have been timely reimbursed by the Borrower, based on Borrower and to without limiting the extent of such Lender’s pro rata share (determined as Obligations of the time that Borrower hereunder, the applicable unreimbursed indemnity payment is sought)Lenders agree to indemnify the Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsattorneys' fees) or disbursements of any kind or and nature whatsoever which that may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Letter of Credit Documents or otherwise in its capacity as such Agent Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the person to be indemnified. Without limitation of the foregoing, each Lender agrees to reimburse the Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Borrower to the Letter of Credit Issuer, to the extent that the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the Borrower. The Agreement contained in this Section shall survive payment in full of all other obligations. Concerning the Collateral and the Related Loan Documents. Each Lender authorizes and directs the Administrative Agent to enter into the other Loan Documents, for the ratable benefit and obligation of the Administrative Agent and the Lenders. Each Lender agrees that any action taken by the Administrative Agent, Majority Lenders or Required Lenders, as applicable, in accordance with the terms of this Agreement or the other Credit Loan Documents; provided no Lender , and the exercise by the Administrative Agent, the Majority Lenders, or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions binding upon all of the Required Lenders. The Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) shall acknowledge that the Revolving Loans, Agent Advances, Non-Ratable Loans, Bank Products and all interest, fees and expenses hereunder constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shallone Debt, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share secured pari passu by all of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)Collateral.

Indemnification by Lenders. Each Participating Alternative Currency Lender severally agrees to indemnify and hold harmless each Agent, the Alternative Currency Fronting Lender (to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on Borrower and to without limiting the extent of such Lender’s pro rata share (determined as obligations of the time that the applicable unreimbursed indemnity payment is sought), Borrower hereunder or under any other Credit Document) ratably for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsattorneys’ fees) or disbursements of any kind or and nature whatsoever which that may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Alternative Currency Fronting Lender in any way relating to or arising out of this Agreement any Alternative Currency Loans or any action taken or omitted by the other Credit DocumentsAlternative Currency Fronting Lender in connection therewith; provided that no Participating Alternative Currency Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent it arises from such Agent’s the gross negligence or willful misconduct, misconduct of the Alternative Currency Fronting Lender (as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with a final non-appealable judgment). Without limiting the directions foregoing, each Participating Alternative Currency Lender agrees to reimburse the Alternative Currency Fronting Lender promptly upon demand for such Participating Alternative Currency Lender’s ratable share of any costs or expenses payable by the Borrower to the Alternative Currency Fronting Lender in respect of the Required Lenders (or Alternative Currency Loans to the extent that the Alternative Currency Fronting Lender is not promptly reimbursed for such other Lenders as may be required to give such instructions under costs and expenses by the Borrower. The agreement contained in this Section 10.5) 12.05 shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity survive payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)of all Alternative Currency Loans.

Indemnification by Lenders. Each Participating Alternate Currency Lender severally agrees to indemnify and hold harmless each Agent, the Fronting Alternate Currency Lender (to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on Borrower and to without limiting the extent of such Lender’s pro rata share (determined as obligations of the time that the applicable unreimbursed indemnity payment is sought), Borrower hereunder or under any other Loan Document) ratably for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsattorneys’ fees) or disbursements of any kind or and nature whatsoever which that may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Fronting Alternate Currency Lender in any way relating to or arising out of this Agreement any Alternate Currency Loans or any action taken or omitted by the other Credit DocumentsFronting Alternate Currency Lender in connection therewith; provided that no Participating Alternate Currency Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent it arises from such Agent’s the gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions misconduct of the Required Lenders (Fronting Alternate Currency Lender. Without limiting the foregoing, each Participating Alternate Currency Lender agrees to reimburse the Fronting Alternate Currency Lender promptly upon demand for such Participating Alternate Currency Lender’s ratable share of any costs or expenses payable by the Borrower to the Fronting Alternate Currency Lender in respect of the Alternate Currency Loans to the extent that the Fronting Alternate Currency Lender is not promptly reimbursed for such other Lenders as may be required to give such instructions under costs and expenses by the Borrower. The agreement contained in this Section 10.52.20(e) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity survive payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)of all Alternate Currency Loans.

Indemnification by Lenders. Each Lender severally agrees to indemnify In consideration of the execution and hold harmless each delivery of this Agreement by the Administrative Agent and the U.S. Collateral Agent, to each Lender hereby indemnifies, exonerates and holds the extent that such Administrative Agent, the U.S. Collateral Agent shall not have been timely reimbursed by and their officers, directors, employees and agents (collectively, the Borrower, based on “Agent Indemnified Parties”) free and to the extent of such Lender’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought), for harmless from and against any and all liabilitiesactions, obligationscauses of action, suits, losses, costs, liabilities and damages, penaltiesand reasonable expenses incurred in connection therewith (irrespective of whether any such Agent Indemnified Party is a party to the action for which indemnification hereunder is sought), actionsincluding reasonable and documented fees of legal counsel and disbursements (collectively, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed onthe “Agent Indemnified Liabilities”), incurred by the Agent Indemnified Parties or asserted against such Agent in exercising its powersany of them as a result of, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of, or relating to any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan (including, without limitation, the Stage 1 Project); the entering into and performance of this Agreement and any other Loan Document by any of the Agent Indemnified Parties; any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the other Release by a Credit Documents; provided no Lender shall be liable to Party of any Agent for Hazardous Material, or the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any portion real property owned or operated by a Credit Party of such any Hazardous Material (including any losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suitsinjuries, costs, expenses or disbursements resulting from claims asserted or arising under any Environmental Law) that is incurred or sustained by or threatened upon the Agent Indemnified Party as a result of or in connection with the administration or enforcement of this Agreement or any other Loan Document, regardless of whether caused by, or within the control of a Credit Party, except for any such Agent’s gross negligence or willful misconduct, as Indemnified Liabilities which are determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with a final proceeding to have resulted from the directions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) shall constitute Agent Indemnified Parties’ gross negligence or willful wilful misconduct). If any and to the extent that the foregoing indemnity furnished to any Agent may be unenforceable for any purpose shallreason, in each Lender hereby agrees to make the opinion maximum contribution to the payment and satisfaction of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share each of the outstanding Loans at such time (or if such Agent Indemnified Liabilities which is permissible under Government Rule. The indemnity payment is sought after provided for this Section shall survive termination of this Agreement and repayment of the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)Obligations.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on Borrowers) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such the Administrative Agent, arising solely in the Administrative Agent’s capacity the Administrative Agent in exercising its powers, rights hereunder and remedies or performing its duties hereunder or under the other Credit Documents Loan Documents, or otherwise any action taken or omitted by the Administrative Agent solely in its capacity as such the Administrative Agent in any way relating to or arising out of this Agreement or under the other Credit DocumentsLoan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrowers under Section 10.5) shall constitute gross negligence 9.03, to the extent that the Administrative Agent, acting solely in its capacity as the Administrative Agent hereunder, is not promptly reimbursed for such costs and expenses by the Borrowers. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.02 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on Borrowers) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent, arising solely in such Agent’s capacity as an Agent in exercising its powers, rights hereunder and remedies or performing its duties hereunder or under the other Credit Documents Loan Documents, or otherwise any action taken or omitted by such Agent solely in its capacity as such an Agent in any way relating to or arising out of this Agreement or under the other Credit DocumentsLoan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse each Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrowers under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished 9.03, to any Agent for any purpose shall, in the opinion of extent that such Agent, be insufficient acting solely in its capacity as an Agent hereunder, is not promptly reimbursed for such costs and expenses by the Borrowers. In the case of any investigation, litigation or become impairedproceeding giving rise to any Indemnified Costs, this Section 8.02 applies whether any such Agent may call for additional indemnity and ceaseinvestigation, litigation or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. (l) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on Loan Parties) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrowers under Section 10.5) shall constitute gross negligence 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender or any other Person. To the extent that the Administrative Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement the “Administrative Agent” in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” this Section 8.05 shall be determined based upon its share of the outstanding Loans at deemed to include any such time (Affiliate or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)sub-agent, as applicable.

Indemnification by Lenders. Each Lender severally agrees The Lenders agree to indemnify and hold harmless each Agent, Issuing Lender (to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on Borrower and to without limiting the extent of such Lender’s pro rata share (determined as obligations of the time that Borrower hereunder) ratably in accordance with their respective Percentages in effect on the applicable unreimbursed indemnity payment date on which indemnification is soughtsought under this Section (or, if indemnification is sought after the date upon which the Commitments shall be terminated and the Loans shall have been paid in full, ratably in accordance with such Percentages immediately prior to such date), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsattorneys’ fees) or disbursements of any kind or and nature whatsoever which that may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Issuing Lender in any way relating to or arising out of this Agreement any Letter of Credit or the other transactions contemplated thereby or any action taken or omitted by such Issuing Lender under any Letter of Credit Documentsor any Loan Document in connection therewith; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent it arises from such Agent’s the gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions misconduct of the Required Lenders (Person to be indemnified. Without limitation of the foregoing, each Lender agrees to reimburse each Issuing Lender promptly upon demand for its Percentage of any costs or expenses payable by the Borrower to such other Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commenceIssuing Lender, to do the acts indemnified against until extent that such additional indemnity Issuing Lender is furnished; provided not promptly reimbursed for such costs and expenses by the Borrower. The agreement contained in no event this Section shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity survive payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)of all Obligations.

Indemnification by Lenders. Each (a)Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.5) shall constitute gross negligence 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata shareother Person. (b) [Reserved]. (c) For purposes hereofof this Section 8.05, a Lender’s “pro rata share” the Lenders’ respective ratable shares of any amount shall be determined based upon its share of the outstanding Loans determined, at any time, according to their respective Commitments at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full).time. The 94 26203076.0000000000.8 ​ ​

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed 101 on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.5) shall constitute gross negligence 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.

Indemnification by Lenders. Each To the extent that the Obligors fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to indemnify and hold harmless each Agent, pay to the extent that such Administrative Agent shall not have been timely reimbursed by the Borrower, based on and to the extent of such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, for and claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. To the extent that the Obligors fail to pay any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses amount required to be paid by them to a Revolving Issuing Lender of any Class under paragraph (including counsel fees and disbursementsa) or disbursements (b) of any kind this Section 11.03, each Revolving Credit Lender severally agrees to pay to such Issuing Lender such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or nature whatsoever which indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be imposed onbe, was incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise Issuing Lender in its capacity as such Agent in such. To the extent that the Obligors fail to pay any way relating amount required to be paid by them to a Synthetic LC Issuing Lender under paragraph (a) or arising out (b) of this Agreement Section 11.03, each Synthetic LC Lender severally agrees to pay to such Issuing Lender such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or the other Credit Documentsindemnity payment is sought) of such unpaid amount; provided no Lender shall be liable to any Agent for any portion of such liabilitiesthat the unreimbursed expense or indemnified loss, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, lossclaim, damage, penaltyliability or related expense, actionas the case may be, judgment, suit, cost, expense was incurred by or disbursement asserted against such Issuing Lender in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)capacity as such.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on Borrowers) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by such Agent under the other Credit DocumentsLoan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such any Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse each Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrowers under Section 10.5) shall constitute gross negligence 9.04, to the extent that such Agent is not promptly reimbursed for such costs and expenses by the Borrowers. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata shareother Person. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full).118

Indemnification by Lenders. Each Lender severally agrees The Lenders agree to indemnify the Administrative Agent and hold harmless each Agentits officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”) (to the extent that such Agent shall required to be reimbursed but not have been timely reimbursed by the Borrower, based on Borrower and without limiting the obligation the Borrower to the extent of such Lender’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is soughtdo so), for ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this paragraph, from 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 whatsoever that may at any time (whether before or nature whatsoever which may after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Indemnitee in any way relating to or arising out of, the Loans, this Agreement, any of this Agreement the other Loan Documents or any documents contemplated by or referred to herein or therein or the other Credit Documentstransactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable to any Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agentany Agent Indemnitee’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment . The agreements in this paragraph shall survive the termination of a court of competent jurisdiction (it being understood this Agreement and agreed that no action taken in accordance with the directions payment of the Required Loan and all other amounts payable hereunder. The obligations of the Lenders under this subsection (or such other Lenders as may be required c) are subject to give such instructions under the provisions of Section 10.5) shall constitute gross negligence or willful misconduct2.08(d). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full).106

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on Loan Parties) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way ​ ​ relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.5) shall constitute gross negligence 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.05 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender or any other Person. To the extent that the Administrative Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement the “Administrative Agent” in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” this Section 8.05 shall be determined based upon its share of the outstanding Loans at deemed to include any such time (Affiliate or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)sub-agent, as applicable.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitslitigation, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suitslitigation, costs, expenses or disbursements resulting from such Agentthe Administrative Agent ’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender severally agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.5) shall constitute gross negligence 10.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 9.05 applies whether any purpose shallsuch investigation, in litigation or proceeding is brought by any Lender or any other Person. (b) [Reserved.] (c) For purposes of this Section 9.05, the opinion Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require time. The failure of any Lender to indemnify reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent against as provided herein shall not relieve any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s pro rata shareratable share of such amount. For purposes hereof, a Lender’s The term “pro rata shareAdministrative Agent” shall be determined based upon its share deemed to include the employees, directors, officers and affiliates of the outstanding Loans at such time (or if such indemnity Administrative Agent for purposes of this Section 9.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 9.05 shall survive the payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to of principal, interest and all other amounts payable hereunder and under the date on which the Loans are paid in full)other Loan Documents. SECTION 9.06.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Designated Agent (to the extent that such Agent shall not have been timely reimbursed by the BorrowerBorrower and without limiting the obligation of the Borrower to do so), based on from and to the extent of against such Lender’s pro rata share (determined as Pro Rata Share of the time that the applicable unreimbursed indemnity payment is sought), 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 which may be that maybe imposed on, incurred by by, or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Designated Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the other Credit Documents; Designated Agent under this Agreement (collectively, the “Indemnified Costs”), provided that (i) no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements the Indemnified Costs resulting from such the Designated Agent’s gross negligence or willful misconductmisconduct and (ii) provided that the Indemnified Costs were incurred by or asserted against the Designated Agent in its capacity as such. Without limitation of the foregoing, as determined each Lender agrees to reimburse the Designated Agent promptly upon demand for its Pro Rata Share of any out-of-pocket expenses (including reasonable counsel fees) incurred by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken the Designated Agent in accordance connection with the directions 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, to the Required Lenders (extent that the Designated Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or such other Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.16 applies whether any purpose shallsuch investigation, in litigation or proceeding is brought by the opinion of such Designated Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)third party.

Indemnification by Lenders. Each To the extent that the Borrower for any reason fails to pay any amount required under paragraph (a) or (b) of this Section 9.03 to be paid by it to any Agent (or any sub-agent thereof) (each such Person being called a “Lender Indemnified Party”) or any Related Party of any Lender Indemnified Party, and without limiting the Obligations of the Borrower, each Lender severally agrees to indemnify and hold harmless each Agentpay to such Lender Indemnified Party or such Related Party, to as the extent that such Agent shall not have been timely reimbursed by the Borrowercase may be, based on and to the extent of ratably in accordance with such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought, or, if the applicable unreimbursed expense or indemnity payment is sought after the date upon which the Commitments have been terminated and the Obligations have been paid in full, then ratably in accordance with such Lender’s Applicable Percentage immediately prior to such date) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Lender Indemnified Party in its capacity as such, or against such Related Party acting for and such Lender Indemnified Party in connection with such capacity. All amounts due under this Section 9.03(c) shall be payable promptly after demand therefor. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.04(a). Any such Lender Indemnified Party in its capacity as such or such Related Party acting for such Lender Indemnified Party in connection with its capacity as such shall be fully justified in refusing to take or to continue to take any action under any Financing Document unless it shall first be indemnified to its satisfaction by the Lenders against any and all liabilitiesliability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limitation of the foregoing, obligations, losses, damages, penalties, actions, judgments, suits, costs, each Lender agrees to reimburse any Lender Indemnified Party in its capacity as such or any Related Party acting for such Lender Indemnified Party in connection with its capacity as such promptly upon demand for such Lender’s Applicable Percentage of any out-of-pocket expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by such Lender Indemnified Party or asserted against such Agent Related Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance connection with the directions preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Required Lenders (Financing Documents, to the extent that such Lender Indemnified Party or such other Lenders as may be required to give Related Party is not reimbursed for such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in expenses by the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)Borrower.

Indemnification by Lenders. Each Lender severally agrees The Lenders agree to indemnify and hold harmless each Agent, Issuing Lender (to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on Borrower and to without limiting the extent of such Lender’s pro rata share (determined as obligations of the time that Borrower hereunder) ratably in accordance with their respective Percentages in effect on the applicable unreimbursed indemnity payment date on which indemnification is soughtsought under this Section (or, if indemnification is sought after the date upon which the Commitments shall be terminated and the Loans shall have been paid in full, ratably in accordance with such Percentages immediately prior to such date), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsattorneys' fees) or disbursements of any kind or and nature whatsoever which that may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Issuing Lender in any way relating to or arising out of this Agreement any Letter of Credit or the other transactions contemplated thereby or any action taken or omitted by such Issuing Lender under any Letter of Credit Documentsor any Loan Document in connection therewith; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent it arises from such Agent’s the gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions misconduct of the Required Lenders (Person to be indemnified. Without limitation of the foregoing, each Lender agrees to reimburse each Issuing Lender promptly upon demand for its Percentage of any costs or expenses payable by the Borrower to such other Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commenceIssuing Lender, to do the acts indemnified against until extent that such additional indemnity Issuing Lender is furnished; provided not promptly reimbursed for such costs and expenses by the Borrower. The agreement contained in no event this Section shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity survive payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)of all Obligations.

Indemnification by Lenders. (a) Each Lender severally agrees to indemnify and hold harmless each Agent, the Administrative Agent (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Lender’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought), 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 which that may be imposed on, incurred by by, or asserted against such the Administrative Agent, arising solely in the Administrative Agent’s capacity the Administrative Agent in exercising its powers, rights hereunder and remedies or performing its duties hereunder or under the other Credit Documents Loan Documents, or otherwise any action taken or omitted by the Administrative Agent solely in its capacity as such the Administrative Agent in any way relating to or arising out of this Agreement or under the other Credit DocumentsLoan Documents (collectively, the ”Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (or such other Lenders as may be required to give such instructions including, without limitation, fees and expenses of counsel) payable by Borrower under Section 10.5) shall constitute gross negligence 9.03, to the extent that the Administrative Agent, acting solely in its capacity as the Administrative Agent hereunder, is not promptly reimbursed for such costs and expenses by Borrower. In the case of any investigation, litigation or willful misconduct). If any indemnity furnished proceeding giving rise to any Agent for Indemnified Costs, this Section 8.02 applies whether any purpose shallsuch investigation, in the opinion of such Agent, be insufficient litigation or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity proceeding is furnished; provided in no event shall this sentence require brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full)other Person.