Common use of Indemnification of Agent Clause in Contracts

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders Banks agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by BorrowerCompany, but without limiting any obligation of Borrower Company to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender Bank shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its AffiliateAffiliates’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are is not reimbursed for such expenses by BorrowerCompany, but without limiting the obligation of Borrower Company to make such reimbursement. Each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Banks pursuant to this Section, provided that, if the Agent or its Affiliates are is subsequently reimbursed by Borrower the Company for such amounts, they it shall refund to the Lenders Banks on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined shall, in the judgment of the Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmedbecome impaired, the Agent may call for additional indemnity from the Banks and cease, or not commence, to take any actionaction until such additional indemnity is furnished. Any amounts paid by the Lenders Banks hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive Regardless of whether the expiration or termination of transactions contemplated by this Agreement) Agreement and the other Loan Documents are consummated, each Lender agrees to indemnify the Administrative Agent and its Affiliates (to the extent not reimbursed by Borrower, but the Borrower and without limiting any the obligation of the Borrower to make do so) pro rata in accordance with such reimbursement), ratably according to their Lender’s respective Weighted PercentagesCommitment Percentage, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may at any time be imposed on, incurred by, or asserted against the Administrative Agent and (in its Affiliates capacity as “Administrative Agent” but not as a “Lender”) in any way relating to or arising out of this Agreementthe Loan Documents, any of the other Loan Documents or the transactions transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent and its Affiliates under this Agreement or any of the Loan DocumentsDocuments (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses Indemnifiable Amounts to the extent resulting from the Administrative Agent’s or its Affiliate’s gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment provided, however, that no action taken in accordance with the directions of the Requisite Lenders (or all Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and its Affiliates without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of house and outside counselthe counsel to the Administrative Agent) incurred by the Administrative Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Indemnifiable Amount pursuant to this Section, provided that, if the Administrative Agent or its Affiliates are subsequently reimbursed by Borrower for shall share such amounts, they shall refund to the Lenders reimbursement on a pro rata ratable basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to with each Lender and, until making any such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderpayment.

Indemnification of Agent. The Lenders agree (which agreement shall survive To the expiration or termination of this Agreement) to extent the Agent is not reimbursed and indemnified by the Borrowers, each Revolving Lender and Term Lender will reimburse and indemnify the Agent Agent, in proportion to its voting percentage from time to time as a Revolving Lender and its Affiliates (to the extent not reimbursed by BorrowerTerm Lender hereunder, but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Weighted Percentages, from for and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses (including counsel fees and disbursements) or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, by or asserted against the Agent and in performing its Affiliates duties hereunder, in any way relating to or arising out of this Credit Agreement. In addition, any to the extent the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted total amount sought by the Agent and its Affiliates under this Agreement or any Agent, the numerator of which, is the amount of the Overadvance Term Loan Documentsat such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against 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 the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; providedPROVIDED, howeverTHAT no Revolving Lender, that no Term Lender shall be liable for any portion of such claimsliabilities' obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements resulting from the Agent’s or its Affiliate’s 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) Each Lender agrees to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but the Borrower and without limiting any the obligation of the Borrower to make do so) pro rata in accordance with such reimbursementLender’s respective Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ratably according to their respective Weighted Percentages, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, judgments, suits, reasonable out-of-pocket costs and expenses or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may at any time be imposed on, incurred by, or asserted against the Agent and (in its Affiliates capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreementthe Loan Documents, any of the other Loan Documents or the transactions transaction contemplated hereby or thereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan DocumentsDocuments (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses Indemnifiable Amounts to the extent resulting from the Agent’s or its Affiliate’s gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation limiting the generality of the foregoing, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and its Affiliates without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of house and outside counselthe counsel to the Agent) incurred by the Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Indemnifiable Amount pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for shall share such amounts, they shall refund to the Lenders reimbursement on a pro rata ratable basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to with each Lender and, until making any such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderpayment.

Indemnification of Agent. The Lenders Banks agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by BorrowerCompany, but without limiting any obligation of Borrower Company to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender Bank shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s 's or its Affiliate’s Affiliates's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are is not reimbursed for such expenses by BorrowerCompany, but without limiting the obligation of Borrower Company to make such reimbursement. Each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Banks pursuant to this Section, provided that, if the Agent or its Affiliates are is subsequently reimbursed by Borrower the Company for such amounts, they it shall refund to the Lenders Banks on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined shall, in the judgment of the Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmedbecome impaired, the Agent may call for additional indemnity from the Banks and cease, or not commence, to take any actionaction until such additional indemnity is furnished. Any amounts paid by the Lenders Banks hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by BorrowerBorrowers, but without limiting any obligation of Borrower Borrowers to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of in-house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of in-house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by BorrowerBorrowers, but without limiting the obligation of Borrower Borrowers to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower Borrowers for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) Each Lender agrees to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but the Borrower and without limiting any the obligation of the Borrower to make do so) pro rata in accordance with such reimbursement), ratably according to their Lender’s respective Weighted PercentagesCommitment Percentage, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may at any time be imposed on, incurred by, or asserted against the Agent and (in its Affiliates capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreementthe Loan Documents, any of the other Loan Documents or the transactions transaction contemplated hereby or thereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan DocumentsDocuments (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses Indemnifiable Amounts to the extent resulting from the Agent’s or its Affiliate’s gross negligence or willful misconductmisconduct or if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding provision, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and its Affiliates without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, including reasonable counsel fees and expenses of house and outside counselthe counsel(s) of the Agent’s own choosing) incurred by the Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment administration or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties A/75663178.5 under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Indemnifiable Amount pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for shall share such amounts, they shall refund to the Lenders reimbursement on a pro rata ratable basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to with each Lender and, until making any such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderpayment.

Indemnification of Agent. The Lenders Banks agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrowerthe Loan Parties, but without limiting any obligation of Borrower the Loan Parties to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender Bank shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s 's or its Affiliate’s Affiliates's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are is not reimbursed for such expenses by Borrowerthe Loan Parties, but without limiting the obligation of Borrower the Loan Parties to make such reimbursement. Each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Banks pursuant to this Section, provided that, if the Agent or its Affiliates are is subsequently reimbursed by Borrower the Loan Parties for such amounts, they it shall refund to the Lenders Banks on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined shall, in the judgment of the Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmedbecome impaired, the Agent may call for additional indemnity from the Banks and cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderaction until such additional indemnity is furnished.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) Each Lender agrees to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but the Borrower and without limiting any the obligation of the Borrower to make do so) pro rata in accordance with such reimbursement), ratably according to their Lender's respective Weighted PercentagesCommitment Percentage, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may at any time be imposed on, incurred by, or asserted against the Agent and (in its Affiliates capacity as Agent but not as a "Lender") in any way relating to or arising out of this Agreementthe Loan Documents, any of the other Loan Documents or the transactions transaction contemplated hereby or thereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan DocumentsDocuments (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses Indemnifiable Amounts to the extent resulting from the Agent’s or its Affiliate’s 's gross negligence or willful misconductmisconduct or if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable including counsel fees and expenses of house and outside counselthe counsel(s) of the Agent's own choosing) incurred by the Agent and its Affiliates in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreement the Loan Documents, any suit or any action brought by the Agent to enforce the terms of the other Loan DocumentsDocuments and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws, to the extent that the Agent and its Affiliates are is not reimbursed for such expenses by the Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders pursuant to this Section, provided that, if on the request of the Agent notwithstanding any claim or its Affiliates are subsequently reimbursed assertion that the Agent is not entitled to indemnification hereunder upon receipt of an undertaking by Borrower for such amounts, they shall refund to the Agent that the Agent will reimburse the Lenders on if it is actually and finally determined by a pro rata basis the amount court of any excess reimbursement. If the indemnity furnished to competent jurisdiction that the Agent and its Affiliates under is not so entitled to indemnification. The agreements in this Section shall become impaired as determined in survive the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part payment of the Indebtedness hereunderLoans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by BorrowerXxxxxxxx, but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Weighted Revolving Credit Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Xxxxxx agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by BorrowerXxxxxxxx, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders Banks agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by BorrowerCompany, but without limiting any obligation of Borrower Company to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents Documents, any Subordination Agreement or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or Agreement, any of the Loan DocumentsDocuments or any Subordination Agreement; provided, however, that no Lender Bank shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s 's or its Affiliate’s 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or Agreement, any of the other Loan DocumentsDocuments or any Subordination Agreement, to the extent that the Agent and its Affiliates are is not reimbursed for such expenses by BorrowerCompany, but without limiting the obligation of Borrower Company to make such reimbursement. Each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Banks pursuant to this Section, provided that, if the Agent or its Affiliates are is subsequently reimbursed by Borrower the Company for such amounts, they it shall refund to the Lenders Banks on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined shall, in the judgment of the Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmedbecome impaired, the Agent may call for additional indemnity from the Banks and cease, or not commence, to take any actionaction until such additional indemnity is furnished. Any amounts paid by the Lenders Banks hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) Each Lender agrees to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but the Borrower and without limiting any the obligation of the Borrower to make do so) pro rata in accordance with such reimbursement), ratably according to their Lender’s respective Weighted PercentagesCommitment Percentage, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may at any time be imposed on, incurred by, or asserted against the Agent and (in its Affiliates capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreementthe Loan Documents, any of the other Loan Documents or the transactions transaction contemplated hereby or thereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan DocumentsDocuments (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses Indemnifiable Amounts to the extent resulting from the Agent’s or its Affiliate’s gross negligence or willful misconductmisconduct or if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and its Affiliates without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable including counsel fees and expenses of house and outside counselthe counsel(s) of the Agent’s own choosing) incurred by the Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Indemnifiable Amount pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for shall share such amounts, they shall refund to the Lenders reimbursement on a pro rata ratable basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to with each Lender and, until making any such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderpayment.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Weighted Revolving Credit Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s 's or its Affiliate’s 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s 's reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders Banks agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by BorrowerCompany, but without limiting any obligation of Borrower Company to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender Bank or Company shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s Affiliates’ gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are is not reimbursed for such expenses by BorrowerCompany, but without limiting the obligation of Borrower Company to make such reimbursement. Each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Banks pursuant to this Section, provided that, if the Agent or its Affiliates are is subsequently reimbursed by Borrower the Company for such amounts, they it shall refund to the Lenders Banks on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined shall, in the judgment of the Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmedbecome impaired, the Agent may call for additional indemnity from the Banks and cease, or not commence, to take any actionaction until such additional indemnity is furnished. Any amounts paid by the Lenders Banks hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderObligations.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) Each Lender agrees to indemnify the Agent Agent, Issuing Bank and its Affiliates Swingline Lender (to the extent not reimbursed by Borrower, but Borrower and without limiting any the obligation of Borrower to make do so) pro rata in accordance with such reimbursement), ratably according Lender's respective Commitment relative to their respective Weighted Percentagesthe aggregate amount of all such Commitments, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may at any time be imposed on, incurred by, or asserted against the Agent and its Affiliates Agent, Issuing Bank or Swingline Lender (in such capacity but not as a Lender) in any way relating to or arising out of this Agreementthe Loan Documents, any of the other Loan Documents or the transactions transaction contemplated hereby or thereby or any action taken or omitted by the Agent and its Affiliates Agent, Issuing Bank or Swingline Lender under this Agreement or any of the Loan DocumentsDocuments (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses Indemnifiable Amounts to the extent resulting from the Agent’s 's, Issuing Bank's or its Affiliate’s Swingline Lender's gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final judgment or if the Agent fails to follow the written direction of Required Lenders (or all Lenders if expressly required hereunder) unless such failure results from Agent, Issuing Bank or Swingline Lender following the advice of its counsel of which advice Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender agrees to reimburse Agent, Issuing Bank and Swingline Lender (to the Agent extent not reimbursed by Borrower and its Affiliates without limiting the obligation of Borrower to do so if applicable), promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, including reasonable counsel fees and expenses of house and outside counselthe counsel(s) of Agent's own choosing) incurred by the Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by Agent, Issuing Bank or Swingline Lender to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against Agent, Issuing Bank, Swingline Lenders and/or Lenders, and any claim or suit brought against Agent, Issuing Bank, Swingline Lenders and/or Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including reasonable counsel fees) shall be advanced by Lenders on the request of Agent, Issuing Bank or Swingline Lender notwithstanding any claim or assertion that such Person is not entitled to indemnification hereunder upon receipt of an undertaking by Agent, Issuing Bank or Swingline Lender, respectively, that such Person will reimburse Lenders if it is actually and finally determined by a court of competent jurisdiction that it is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Credit Agreement. If Borrower shall reimburse Agent, Issuing Bank or Swingline Lender for any Indemnifiable Amount following payment by any Lender to such Person in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Indemnifiable Amount pursuant to this Section, provided thatthen Agent, if the Agent Issuing Bank or its Affiliates are subsequently reimbursed by Borrower for Swingline Lender, as applicable, shall share such amounts, they shall refund to the Lenders reimbursement on a pro rata ratable basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to with each Lender and, until making any such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderpayment.

Indemnification of Agent. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree (which agreement 43 shall survive indemnify upon demand the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates Agent-Related Persons (to the extent not reimbursed by Borrower, but or on behalf of the Company and without limiting any the obligation of Borrower the Company to make such reimbursementdo so), ratably according to their respective Weighted Percentagespro rata, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, charges, expenses and disbursements (including all fees and disbursements of any law firm or expenses other external counsel, the allocated cost of internal legal services and disbursements of internal counsel) of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may at any time (including at any time following repayment of the Loans or the termination of the Commitments and the termination, resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by, by or asserted against the Agent and its Affiliates any such Agent-Related Person in any way relating to or arising out of this AgreementAgreement or any document contemplated by or referred to herein, any of the other Loan Documents or the transactions contemplated hereby hereby, or any action taken or omitted by any such Agent-Related Person under or in connection with any of the Agent and its Affiliates under foregoing, including with respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or any the Loans or the use of the Loan Documentsproceeds thereof, whether or not any such indemnified Agent-Related Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, however, that no Lender shall be liable for the payment to the Agent- Related Persons of any portion of such claims, damages, losses, liabilities, costs or expenses Indemnified Liabilities resulting solely from the Agent’s or its Affiliate’s such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to shall reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable costs or out-of-pocket expenses (including, without limitation, reasonable including attorneys' fees and expenses disbursements and the allocated costs of house and outside staff counsel) incurred by the Agent and its Affiliates 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 Agreement, any other Loan Document, or any of the other Loan Documentsdocument contemplated by or referred to herein, to the extent that the Agent and its Affiliates are is not reimbursed for such expenses by Borrower, but without limiting or on behalf of the obligation of Borrower to make such reimbursementCompany. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under The undertaking in this Section shall become impaired as determined in survive the payment of the Loans, cancellation of the Notes and any termination of the Commitments or this Agreement and the resignation or replacement of the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Weighted Revolving Credit Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of in-house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that 81 no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s 's or its Affiliate’s 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s 's reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders Banks agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by BorrowerCompany, but without limiting any obligation of Borrower Company to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender Bank or Company shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s 's or its Affiliate’s Affiliates' gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are is not reimbursed for such expenses by BorrowerCompany, but without limiting the obligation of Borrower Company to make such reimbursement. Each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Banks pursuant to this Section, provided that, if the Agent or its Affiliates are is subsequently reimbursed by Borrower the Company for such amounts, they it shall refund to the Lenders Banks on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined shall, in the judgment of the Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmedbecome impaired, the Agent may call for additional indemnity from the Banks and cease, or not commence, to take any actionaction until such additional indemnity is furnished. Any amounts paid by the Lenders Banks hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderObligations.

Indemnification of Agent. The Lenders Banks agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrowerthe Borrowers, but without limiting any obligation of Borrower the Borrowers to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender Bank shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s 's or its Affiliate’s Affiliates's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are is not reimbursed for such expenses by Borrowerthe Borrowers, but without limiting the obligation of Borrower the Borrowers to make such reimbursement. Each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Banks pursuant to this Section, provided that, if the Agent or its Affiliates are is subsequently reimbursed by Borrower the Borrowers for such amounts, they it shall refund to the Lenders Banks on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined shall, in the judgment of the Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmedbecome impaired, the Agent may call for additional indemnity from the Banks and cease, or not commence, to take any actionaction until such additional indemnity is furnished. Any amounts paid by the Lenders Banks hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders Banks agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by BorrowerBorrowers, but without limiting any obligation of each Borrower to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which that may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, or any of the other Loan Documents Documents, or the transactions contemplated hereby hereby, or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender Bank shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, Borrowers but without limiting the obligation of Borrower Borrowers to make such reimbursement. Each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Banks pursuant to this Section, provided that, if the Agent or its Affiliates are is subsequently reimbursed by Borrower Borrowers for such amounts, they it shall refund to the Lenders Banks on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined shall, in the judgment of the Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmedbecome impaired, the Agent may call for additional indemnity from the Banks and cease, or not commence, to take any actionaction until such additional indemnity is furnished. Any amounts paid by the Lenders Banks hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) Each Lender agrees to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but the Borrower and without limiting any the obligation of the Borrower to make do so) pro rata in accordance with such reimbursement), ratably according to their Lender's respective Weighted PercentagesCommitment Percentage, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may at any time be imposed on, incurred by, or asserted against the Agent and (in its Affiliates capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreementthe Loan Documents, any of the other Loan Documents or the transactions transaction contemplated hereby or thereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan DocumentsDocuments (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses Indemnifiable Amounts to the extent resulting from the Agent’s or its Affiliate’s 's gross negligence or willful misconductmisconduct or if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and its Affiliates without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable including counsel fees and expenses of house and outside counselthe counsel(s) of the Agent's own choosing) incurred by the Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Indemnifiable Amount pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for shall share such amounts, they shall refund to the Lenders reimbursement on a pro rata ratable basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to with each Lender and, until making any such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderpayment.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to To the extent Agent is not promptly reimbursed and indemnified by Borrower, but without limiting any obligation each Lender will reimburse and indemnify Agent, in proportion to its Pro Rata Share of Borrower to make such reimbursement)the Liabilities, ratably according to their respective Weighted Percentages, from for and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses (including counsel fees and disbursements) or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, by or asserted against the Agent and in performing its Affiliates duties hereunder, in any way relating to or arising out of this Agreement, any of the other Loan Documents Agreement or the transactions contemplated hereby acts or any action taken actions that Agent is requested or omitted by the Agent and its Affiliates under instructed to take pursuant to this Agreement or any of the Loan DocumentsAgreement; provided, however, that no Lender shall be liable for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of If any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates in connection with the preparation, execution, delivery, administration, modification, amendment indemnity or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity Expense Advance furnished to the Agent and its Affiliates under this Section shall become impaired as determined for any purpose shall, in the opinion of Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise)become impaired, Agent shall give notice thereof may call for additional indemnities or Expense Advances and cease to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may ceasedo, or not commence, the acts to take be indemnified against or for which the Expense Advance is to cover, even if so directed by Requisite Lenders or all Lenders, as applicable, until such additional indemnification or Expense Advance is provided. The obligations of Lenders under this Section 11.7 shall survive the payment in full of the Liabilities and the termination of this Agreement. Agent is authorized and directed to set-off against and to deduct and retain sufficient amounts from the payments and amounts that it receives or collects under this Agreement or the other Loan Documents (including any action. Any amounts paid that Agent receives from collections of proceeds of Collateral of Borrower received by the Lenders hereunder Agent) to reimburse Agent for any costs and expenses incurred by Agent to which Agent is entitled to reimbursement pursuant to the terms of this Agreement or the other Loan Documents or to reimburse Agent or its Affiliates shall be deemed for any such indemnified obligations, costs and expenses, all prior to constitute part of the Indebtedness hereunderdistributions to Lenders.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature 98 whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) Each Lender agrees to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but the Borrower and without limiting any the obligation of the Borrower to make do so) pro rata in accordance with such reimbursementLender’s Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ratably according to their respective Weighted Percentages, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, judgments, suits, reasonable out-of-pocket costs and expenses or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may at any time be imposed on, incurred by, or asserted against the Agent and (in its Affiliates capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreementthe Loan Documents, any of the other Loan Documents or the transactions transaction contemplated hereby or thereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan DocumentsDocuments (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses Indemnifiable Amounts to the extent resulting from the Agent’s or its Affiliate’s gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation limiting the generality of the foregoing, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and its Affiliates without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of house and outside counselthe counsel to the Agent) incurred by the Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Indemnifiable Amount pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for shall share such amounts, they shall refund to the Lenders reimbursement on a pro rata ratable basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to with each Lender and, until making any such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderpayment.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted in good faith by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders Banks agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrowerthe Borrowers, but without limiting any obligation of Borrower the Borrowers to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender Bank shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, the Borrowers but without limiting the obligation of Borrower the Borrowers to make such reimbursement. Each Lender Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders Banks pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower the Borrowers for such amounts, they shall refund to the Lenders Banks on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined shall, in the judgment of the Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmedbecome impaired, the Agent may call for additional indemnity from the Banks and cease, or not commence, to take any actionaction until such additional indemnity is furnished. Any amounts paid by the Lenders Banks hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by BorrowerXxxxxxxx, but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Weighted Revolving Credit Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, 4854-1287-6893.v9 reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrowerthe Company, but without limiting any obligation of Borrower the Company to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses disbursements of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are is not reimbursed for such expenses by Borrowerthe Company, but without limiting the obligation of Borrower the Company to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are is subsequently reimbursed by Borrower the Company for such amounts, they it shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined shall, in the judgment of the Agent’s reasonable judgment , be insufficient or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmedbecome impaired, the Agent may call for additional indemnity from the Lenders and cease, or not commence, to take any actionaction until such additional indemnity is furnished. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. The Lenders agree (which agreement shall survive Each Lender agrees to indemnify, defend, reimburse and hold the expiration or termination of this Agreement) to indemnify Agent, the Agent Servicer and its Affiliates their respective officers, directors, employees and consultants harmless (to the extent not reimbursed by Borrower, but without limiting Borrower or any obligation of Borrower to make such reimbursementGuarantor), ratably according to their respective Weighted Percentagesin accordance with such Lender’s Pro Rata Interest, from and against for any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, and reasonable costs, expenses or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) disbursements which may be imposed on, incurred by, or asserted against the Agent and its Affiliates Agent, as agent, or the Servicer in any way relating to or arising out of this Agreementthe Loans, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any the other Loan Documents or the Servicer under the Servicing Agreement and shall make payment with respect thereto within ten (10) Business Days of a request therefor by the Loan Documents; providedAgent or Servicer, however, provided that no Lender the Lenders shall not be liable for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements resulting from, related to or arising from the Agent’s breach of the this Agreement by the Agent (or its Affiliate’s with respect to the Servicer, breach of the Servicing Agreement by the Servicer) or from the gross negligence or willful misconduct. Without limitation misconduct of the foregoingAgent or the Servicer, each Lender agrees as the case may be, as determined by a final judgment of a court of competent jurisdiction. The Agent shall be entitled to reimburse deduct from any payments to be made to the Lenders under this Agreement, and to retain, amounts due the Agent as reimbursement hereunder provided that the Agent shall have first delivered to the Lenders thirty (30) days prior written notice of such amounts and its Affiliates promptly upon demand for its ratable share the circumstances giving rise thereto, and the Lenders have not paid such amounts. The Agent shall make commercially reasonable attempts to collect such amounts from Borrower and the Guarantors. If the Agent receives payment of any reasonable out-of-pocket amount referred to in this Section 22.9 from the Borrower or any third party after a Lender has reimbursed the Agent for such amount, the Agent shall promptly return the amount of the reimbursement to such Lender. Any loss, cost, liability or expense occasioned solely by the conduct of any one of the Lenders shall be borne solely by such party causing such loss, cost, liability or expense and such party shall indemnify, defend and hold the other Lenders harmless against any and all such losses, costs and liabilities and expenses (including, without limitationbut not limited to, reasonable fees attorneys’ fees, costs and expenses of house and outside counselexpenses) sustained or incurred by the Agent and its Affiliates 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on as a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderresult thereof.

Indemnification of Agent. The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) Each Lender agrees to indemnify the Agent and its Affiliates (to the extent not reimbursed by Borrower, but the Borrower and without limiting any the obligation of the Borrower to make do so) pro rata in accordance with such reimbursement), ratably according to their Lender's respective Weighted PercentagesCommitment Percentage, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may at any time be imposed on, incurred by, or asserted against the Agent and (in its Affiliates capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreementthe Loan Documents, any of the other Loan Documents or the transactions transaction contemplated hereby or thereby or any action taken or omitted by the Agent and its Affiliates under this Agreement or any of the Loan DocumentsDocuments (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses Indemnifiable Amounts to the extent resulting from the Agent’s or its Affiliate’s 's gross negligence or willful misconductmisconduct or if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and its Affiliates without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, including reasonable counsel fees and expenses of house and outside counselthe counsel(s) of the Agent's own choosing) incurred by the Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreement or any of the other Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including reasonable counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not entitled to full or partial indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders to the extent that it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting all other amounts payable hereunder or under the obligation other Loan Documents and the termination of this Agreement. If the Borrower to make such reimbursement. Each Lender agrees to shall reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing Indemnifiable Amount following payment by any Lender to the Agent and its Affiliates by the Lenders in respect of such Indemnifiable Amount pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for shall share such amounts, they shall refund to the Lenders reimbursement on a pro rata ratable basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to with each Lender and, until making any such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunderpayment.