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 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, 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 litigation or proceeding is brought by any Lender or any other Person. (b) [intentionally omitted]. (c) For purposes of this Section 8.05, 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 share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 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.

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 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 9.15 applies whether any purpose shallsuch investigation, in litigation or proceeding is brought by the opinion of such Designated Agent, be insufficient any Lender 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 a third party. (b) The failure of any Lender to indemnify reimburse the Designated Agent promptly upon demand for its pro rata share of any amount required to be paid by the Lenders to the Designated 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 Designated Agent for its pro rata share of such Lender’s pro rata share. For purposes hereofamount, a Lender’s “pro rata share” but no Lender shall be determined based upon its share responsible for the failure of any other Lender to reimburse the outstanding Loans at Designated Agent for 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 other Lender’s pro rata share immediately prior of such amount. Without prejudice to the date on which survival of any other agreement of any Lender hereunder, the Loans are paid agreement and obligations of each Lender contained in full)this Section 9.15 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

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 litigation or proceeding is brought by any Lender or any other Person. (b) The failure 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 reimburse Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by Lender to 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 Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse Administrative Agent for such other Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 15.4 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.

Indemnification by Lenders. (a) Each Participating Pounds Lender severally agrees to indemnify and hold harmless each Agent, DB AG (to the extent that such Agent shall not have been timely reimbursed by Borrower or UK Borrower and without limiting the Borrower, based on obligations of Borrower and to the extent of such Lender’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought), UK 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 DB AG in any way relating to or arising out of this Agreement any Pounds Sterling Denominated Revolving Credit Loans or the other any participations by DB AG in any Letters of Credit Documentsdenominated in Pounds Sterling or related LC Support or any action taken or omitted by DB AG in connection therewith; provided that no Participating Pounds Lender shall be liable to any Agent for any portion of the foregoing to the extent it arises from the gross negligence or willful misconduct of DB AG. Without limiting the foregoing, each Participating Pounds Lender agrees to reimburse DB AG promptly upon demand for such Participating Pounds Lender’s ratable share of any costs or expenses payable by the Borrowers to DB AG in respect of the Pounds Sterling Denominated Revolving Credit Loans to the extent that DB AG is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Subsection 3.13.5(a) shall survive payment in full of all Revolving Credit Loans. (b) Each Participating Euro Lender agrees to indemnify DB AG (to the extent not reimbursed by Borrower or UK Borrower and without limiting the obligations of Borrower and UK Borrower hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements resulting of any kind and nature whatsoever that may be imposed on, incurred by or asserted against DB AG in any way relating to or arising out of any Euro Denominated Revolving Credit Loans or any participations by DB AG in any Letters of Credit denominated in Euros or related LC Support or any action taken or omitted by DB AG in connection therewith; provided that no Participating Euro Lender shall be liable for any of the foregoing to the extent it arises from such Agent’s the gross negligence or willful misconductmisconduct of DB AG. Without limiting the foregoing, as determined each Participating Euro Lender agrees to reimburse DB AG promptly upon demand for such Participating Euro 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 Borrowers to DB AG in accordance with the directions respect of the Required Lenders (or Euro Denominated Revolving Credit Loans to the extent that DB AG is not promptly reimbursed for such other Lenders as may be required to give such instructions under Section 10.5costs and expenses by the Borrowers. The agreement contained in this Subsection 3.13.5(b) 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 Revolving Credit 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 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 litigation or proceeding is brought by any Lender or any other Person. (a) 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.

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 's 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 '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 litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this Section 8.05, the opinion Lenders' respective ratable shares of any amount shall be determined, at any time, according to their respective Term 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 any Agent against promptly upon demand for its ratable share of any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess amount required to be paid by the Lenders to such Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent for its ratable share of such Lender’s pro rata share. For purposes hereofamount, a Lender’s “pro rata share” but no Lender shall be determined based upon its responsible for the failure of any other Lender to reimburse such Agent for such other Lender's ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 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.

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. 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 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 litigation or proceeding is brought by any Lender or any other Person. (b) [Reserved]. (c) For purposes of this Section 8.05, 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 share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 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.

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, 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, 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 (including, without limitation, fees and expenses of counsel) payable by the Borrowers under Section 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 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 Lenders as may Person. (b) For purposes of this Section 8.05, Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The failure of any Lender to reimburse any Agent promptly upon demand for its ratable share of any amount required to give be paid by Lender to such instructions under Section 10.5) Agent as provided herein shall constitute gross negligence or willful misconduct). If not relieve any indemnity furnished other Lender of its obligation hereunder to reimburse any Agent for any purpose shall, in the opinion its ratable share of such Agentamount, but no Lender shall be insufficient or become impaired, such Agent may call responsible 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 failure of any other Lender to indemnify reimburse any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess for such other Lender’s ratable share of such Lender’s pro rata shareamount. For purposes hereof, a Lender’s The term “pro rata shareAgent” shall be determined based upon its share deemed to include the employees, directors, officers and affiliates of each Agent for purposes of this Section 8.05. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 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.

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 litigation or proceeding is brought by any Lender or any other Person. (b) [Intentionally Omitted]. (c) For purposes of this Section 8.05, 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 share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 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.

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 litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this Section 8.05, the opinion Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Revolving Credit 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 Agents promptly upon demand for its ratable share of any Agent against amount required to be paid by the Lenders to the Agents 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 Agents for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Agents for such other Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 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 other Loan Documents. Australian Dollar Revolving Credit Commitment will be converted by the Administrative Agent on which a notional basis into the Loans are paid in fullEquivalent amount of Singapore Dollars solely for the purposes of making any allocations required under this Section 8.05(b).

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 litigation or proceeding is brought by any Lender or any other Person. (b) [Intentionally Omitted.] (c) For purposes of this Section 8.05, 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 share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 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.

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 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 litigation or proceeding is brought by any Lender or any other Person. (b) 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.

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 litigation or proceeding is brought by any Lender or any other Person. (b) 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 share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its ratable 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).amount. The term “Administrative

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. (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 litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this Section 8.05, 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 Lender 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 8.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 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.

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 ) 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 Borrower 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 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 litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this Section 8.05, the opinion Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Term 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 any Agent against promptly upon demand for its ratable share of any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess amount required to be paid by the Lenders to such Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent for such other Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 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.