Common use of Reimbursement and Indemnification Clause in Contracts

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Agent for such Lender's ’s Commitment Percentage of any expenses and fees incurred by such the Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrowers and (y) each the Agent for such Lender's ’s Commitment Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to Section 9.03 9.4 and has have failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's ’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers (except such as shall result from their respective gross negligence or willful misconduct). The provisions of this Section 8.7 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender Secured Party (other than the Agents) agrees to (i) to reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes and Agreement or any of the other Loan DocumentsDocuments or any other agreement or instrument contemplated hereby or thereby, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Parties, and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document or any other agreement or instrument contemplated hereby or thereby and has have failed to so reimburse reimburse, and (ii) to indemnify and hold harmless the Agents each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment PercentageSecured Party’s pro rata share of all Obligations held by such Secured Party, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any other agreement or instrument contemplated hereby or thereby or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents or any other agreement or instrument contemplated hereby or thereby to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent the Agents for such Lender's Commitment ’s Applicable Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent the Agents for such Lender's Commitment ’s Applicable Percentage of any expenses of such Agent the Agents incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 9.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender Bank agrees (i) to reimburse (x) each the Agent for such LenderBank's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank Banks under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankBanks, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each the Agent for such LenderBank's Commitment Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank Banks that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender Secured Party (other than the Administrative Agent ) agrees to (i) reimburse the Administrative Agent for such Secured Party’s pro rata share of outstanding Revolving Credit Loans, Swingline Loans and Letters of Credit held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to reimburse Section 14.6 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this Section 13.5 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Revolving Credit Commitment Percentage prior to such assignment) of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes Agreement and any of the Loan other Credit Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof not reimbursed by the Loan Parties Credit Parties, and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Credit Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Credit Document and has have failed to so reimburse reimburse, and (ii) to indemnify and hold harmless the Agents such Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Revolving Credit Commitment Percentage (or, in the case of any Lender that has assigned its Commitments pursuant to Section 14.6 hereof, where the applicable assignee has not ratably assumed such Lender's ’s obligations under this Section 13.5 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Revolving Credit Commitment PercentagePercentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it such Agent or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan other Credit Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents other Credit Documents, to the extent not reimbursed by the Loan Parties Credit Parties, including, without limitation, costs of any suit initiated either by such Agent against any Secured Party or against such Agent or Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this Section 13.5 shall survive the repayment or assignment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments pursuant to Section 14.6 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Section 13.5 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Lender Secured Party (other than the Agents) agrees to (i) to reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes Agreement and any of the other Loan DocumentsDocuments or any other agreement or instrument contemplated hereby or thereby, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Parties, and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse reimburse, and (ii) to indemnify and hold harmless the Agents each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment PercentageSecured Party’s pro rata share of all Obligations held by such Secured Party, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any other agreement or instrument contemplated hereby or thereby or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents or any other agreement or instrument contemplated hereby or thereby to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's ’s Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's ’s Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's ’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct). The provisions of this Section 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender Credit Party (other than the Agents) agrees to (i) to reimburse the Agents for such Credit Party’s Commitment Percentage of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Credit Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankCredit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Credit Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse and (ii) to indemnify and hold harmless the Agents each Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's Credit Party’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Credit Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by each Agent against any Credit Party (except such as shall result have been determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Credit Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the Payment in Full.

Reimbursement and Indemnification. Each Lender agrees The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Commitments for (i) any amounts not reimbursed by the Borrowers for which the Administrative Agent (acting as such) is entitled to reimburse reimbursement by the Borrowers under the Loan Documents, (xii) each Agent for such Lender's Commitment Percentage of any other expenses and fees not reimbursed by the Borrowers incurred by such the Administrative Agent for the benefit on behalf of the Lenders or Lenders, in connection with the Issuing Bank under this Agreementpreparation, the Notes execution, delivery, administration and any enforcement of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (yiii) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever and not reimbursed by the Borrowers which may be imposed on, incurred by, by or asserted against it or any of them the Administrative Agent (acting as such) in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken other document delivered in connection therewith or omitted by it the transactions contemplated thereby, or any the enforcement of them under this Agreement, the Notes or any of the Loan Documents terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent not reimbursed by they arise from the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct)misconduct of the Administrative Agent.

Reimbursement and Indemnification. Each Lender agrees (ia) to reimburse on demand the Administrative Agent (xand the Collateral Trustee) each Agent for such Lender's Commitment ’s Aggregate Exposure Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (iib) to indemnify and hold harmless the Agents Administrative Agent and the Collateral Trustee and any of their directors, officers, employees, or agentsRelated Parties, on demand, in the amount of equal to such Lender's Commitment ’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each the Agent for such Lender's Commitment Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties (except as otherwise provided in the Borrower Security Agreement and Guarantor Security Agreement), and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 10.3 and has failed to so reimburse (except as otherwise provided in the Borrower Security Agreement and Guarantor Security Agreement), and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agentsagents (each, an "INDEMNIFIED PARTY"), on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their such Indemnified Party's respective gross negligence negligence, bad faith or willful misconduct).

Reimbursement and Indemnification. Each Lender Secured Party (other than the Agents) agrees to (i) to reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Parties, and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse reimburse, and (ii) to indemnify and hold harmless the Agents each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment PercentageSecured Party’s pro rata share of all Obligations held by such Secured Party, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this Section 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender Secured Party (other than the Agents and the Canadian Agent) agrees to (a) reimburse each Agent and the Canadian Agent for such Secured Party’s Commitment Percentage of (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent or the Canadian Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Parties, and (yii) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent or the Canadian Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse reimburse, and (iib) to indemnify and hold harmless each Agent and the Agents Canadian Agent and any of their its respective directors, officers, employees, or agents, on demand, in the amount of such Lender's Secured Party’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender agrees (ia) to reimburse (x) on demand each Agent for such Lender's Commitment Xxxxxx’s Aggregate Exposure Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (iib) to indemnify and hold harmless the Agents each Agent and any of their directors, officers, employees, or agentsits Related Parties, on demand, in the amount of equal to such Lender's Commitment ’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective its gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction). Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be responsible for the fees and expenses of more than one primary counsel for the Administrative Agent or the Joint Lead Arrangers and Bookrunners and, only with respect to fees and expenses incurred in connection with the enforcement of the Loan Documents, one local counsel for each relevant jurisdiction, and, in each case, if necessary in the case of an actual conflict of interest, an additional counsel in each such applicable jurisdiction.

Reimbursement and Indemnification. Each DIP Lender agrees (i) to reimburse (x) each the Agent for such DIP Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the DIP Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankDIP Lenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each the Agent for such DIP Lender's Commitment Percentage of any expenses of such the Agent incurred for the benefit of the DIP Lenders or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender severally agrees (ia) to reimburse (x) on demand each Agent (acting in its capacity as such) for such Lender's Commitment ’s Aggregate Exposure Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (iib) to indemnify and hold harmless the Agents each Agent and any of their directors, officers, employees, or agentsits Related Parties, on demand, in the amount of equal to such Lender's Commitment Xxxxxx’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Parties; provided that the indemnification set forth in this clause (except b) shall not, as to any Agent or its Related Parties, be available to the extent that such as shall result liabilities, obligations, losses, damages, penalties or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconduct)misconduct of such Agent or such Related Party, as applicable.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Administrative Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrowers and (y) each the Administrative Agent for such Lender's Commitment Percentage of any expenses of such the Administrative Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to Section 9.03 9.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender Credit Party (other than the Agents) agrees to (i) to reimburse the Agents for such Credit Party’s applicable Aggregate Exposure Percentage of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Credit Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankCredit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Credit Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse and (ii) to indemnify and hold harmless the Agents each Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Credit Party’s applicable Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Credit Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by each Agent against any Credit Party (except such as shall result have been determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence negligence, bad faith or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Credit Party in its capacity as such. The provisions of this Section 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (i) to reimburse (x) each the Administrative Agent and the Arranger, in the amount of its proportionate share, for such Lender's Commitment Percentage of any reasonable expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other reasonable expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage Borrower or one of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and its Subsidiaries; (ii) to indemnify and hold harmless the Agents Administrative Agent and the Arranger and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents to the extent not reimbursed by the Loan Parties Borrower or one of its Subsidiaries (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person seeking indemnification); and (iii) to indemnify and hold harmless each of the Issuing Lenders and any of their respective directors, officers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on or incurred by or asserted against it relating to or arising out of the issuance of any Letters of Credit (except such as shall result from the gross negligence or willful misconduct of the Person seeking indemnification).

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (to the extent not reimbursed or otherwise paid by the Borrower or any Subsidiary Borrower (pursuant to Section 10.4 or 10.5 hereof)) (i) to reimburse (x) each the Administrative Agent, the Syndication Agent and the Bookrunners in the amount of its Aggregate Exposure Percentage, for such Lender's Commitment Percentage of any expenses and fees incurred by in their respective capacities as such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and thereof; (ii) to indemnify and hold harmless the Agents Administrative Agent, the Syndication Agent and the Bookrunners and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment its Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in their respective capacities as such in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents to the extent not reimbursed by the Loan Parties Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person seeking indemnification as determined by a final and non-appealable judgment of a court of competent jurisdiction); and (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, officers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatever which may be imposed or incurred by or asserted against it relating to or arising out of the issuance of any Letters of Credit not reimbursed by the Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from the gross negligence or willful misconduct of the Person seeking indemnification as determined by a final and non-appealable judgment of a court of competent jurisdiction).

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (i) to reimburse the Administrative Agent and the Joint Lead Arrangers and their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates, in the amount of its proportionate share (x) each Agent based on its Revolving Credit Percentage on the date on which indemnification is sought), for such Lender's Commitment Percentage of any reasonable expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other reasonable expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage Borrower or one of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse its Subsidiaries; and (ii) to indemnify and hold harmless the Agents Administrative Agent and the Joint Lead Arrangers and any of their respective officers, directors, officers, employees, agents, advisors, attorneys-in-fact or agentsaffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share (based on its Revolving Credit Percentage on the date on which indemnification is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents to the extent not reimbursed by the Loan Parties Borrower or one of its Subsidiaries (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person seeking indemnification as found by a final and nonappealable decision of a court of competent jurisdiction).

Reimbursement and Indemnification. Each Lender agrees The Financial Institutions agree to reimburse and indemnify the Agent and its officers, directors, employees, representatives and agents, ratably based on the ratio of each Financial Institution’s Commitment to the aggregate Commitment (or, following the termination of the Commitments, the ratio of Capital of the Purchaser Interests of the Purchaser Group of which such Financial Institution is a part to the Aggregate Capital of all Purchaser Interests), to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Agent, acting in its capacity as Agent, is entitled to reimburse reimbursement by the Seller Parties hereunder and (xii) each Agent for such Lender's Commitment Percentage of any other expenses and fees incurred by such the Agent, in its capacity as Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered acting on behalf of the Lenders or the Issuing BankPurchasers, and any other expense incurred in connection with the operations administration and enforcement of this Agreement and the other Transaction Documents; provided that the Agent shall not be entitled to any indemnity or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent reimbursement under this Section 11.6 for such Lender's Commitment Percentage of any expenses of such Agent incurred for resulting from the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct)misconduct of the Agent, as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction. Without limiting the generality of the foregoing, each Financial Institution agrees to reimburse the Agent and the LC Bank, ratably according to their Pro Rata Shares, promptly upon demand, for any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent or the LC Bank in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Administrative Agent for such Lender's Commitment ’s Class Percentage of (x) any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrower and (y) each Agent for such Lender's Commitment Percentage of any expenses of such the Administrative Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 9.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender Bank agrees (i) to reimburse (x) each the Administrative Agent for in the amount of such LenderBank's Commitment Percentage proportionate share of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this AgreementBanks, the Notes and any of the Loan Documents, including, without limitation, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankBanks, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse Borrower, and (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, employees or agents, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against it or any of them in any way relating to or arising out of this Agreement, or under the Notes or any of the Loan other Fundamental Documents or any action taken or omitted by it or any of them under this AgreementAgreement or under the other Fundamental Documents, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except Borrower; provided, however, that no Bank shall be liable for any portion of such as shall result liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from their respective the gross negligence or willful misconduct)misconduct of the Administrative Agent or any of its directors, officers, employees or agents.

Reimbursement and Indemnification. Each Lender agrees (ia) to reimburse (x) each Agent and each Co-Borrowing Base Agent (in such capacities and not solely as a Lender) for such Lender's ’s Commitment Percentage of any expenses and fees incurred by such Agent or Co-Borrowing Base Agent for the benefit of the Lenders or the any Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankBanks, and any other expense incurred in connection with the operations or enforcement thereof in each case not reimbursed by the Loan Parties and (y) each Agent and each Co-Borrowing Base Agent (in such capacities and not solely as a Lender) for such Lender's ’s Commitment Percentage of any expenses of such Agent or Co-Borrowing Base Agent incurred for the benefit of the Lenders or the Issuing Bank Banks that the Loan Parties have agreed to reimburse pursuant to Section 9.03 SECTION 9.3 and has have failed to so reimburse and (iib) to indemnify and hold harmless the Agents each Agent and each Co-Borrowing Base Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's ’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent for in accordance with such Lender's Commitment Percentage respective portion of the relevant Commitments, for any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and Borrower, (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of accordance with such Lender's Commitment Percentagerespective portion of the relevant Commitments, from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of the Fundamental Documents or any related agreement or document or any action taken or omitted by it or any of them under the Fundamental Documents or any related agreement or document to the extent not reimbursed by the Borrower or any other Transaction Party (except such as shall result from the gross negligence or willful misconduct of the Person to be indemnified or held harmless) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes issuance of any Letters of Credit or any the failure to issue Letters of Credit if such failure or issuance was at the direction of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Required Lenders (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as applicable). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent or the Issuing Bank from the Borrower or a Transaction Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (to the extent not reimbursed or otherwise paid by the Borrower or any Subsidiary Borrower (pursuant to Section 10.5 hereof)) (i) to reimburse (x) each Agent the Administrative Agent, in the amount of its Aggregate Exposure Percentage, for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and thereof; (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment its Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents to the extent not reimbursed by the Loan Parties Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person seeking indemnification); and (iii) to indemnify and hold harmless the Issuing Lenders (other than in respect of Competitive Letters of Credit) and any of their respective directors, officers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatever which may be imposed or incurred by or asserted against it relating to or arising out of the issuance of any Letters of Credit not reimbursed by the Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from the gross negligence or willful misconduct of the Person seeking indemnification).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse and indemnify the Agent (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for to the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof extent not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for Borrowers), ratably in the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in proportion which the amount of such Lender's Revolving Credit Commitment Percentagebears to the sum of the Aggregate Revolving Credit Commitment, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against it or any of them the Agent, in its capacity as such, in any way relating to or arising out of this Agreement, the Notes or any of the other Loan Documents or any action taken or omitted by it the Agent hereunder or thereunder, provided that no Lender shall be liable for any portion of them under this Agreementsuch liabilities, the Notes obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or any of the Loan Documents disbursements to the extent that the same result from the Agent's gross negligence, willful misconduct or subjective bad faith. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable shares of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Loan Document, to the extent that the Agent is not reimbursed for such expenses by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct)Borrowers.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's ’s Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrowers and (y) each Agent for such Lender's ’s Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to Section 9.03 9.4 and has have failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's ’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers (except such as shall result from their respective gross negligence or willful misconduct). The provisions of this Section 8.8 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender Secured Party (other than the Agents and the Canadian Agent) agrees to (a) reimburse each Agent and the Canadian Agent for such Secured PartyLender’s CommitmentPro Rata Percentage of (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent or the Canadian Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Parties, and (yii) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent or the Canadian Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse reimburse, and (iib) to indemnify and hold harmless each Agent and the Agents Canadian Agent and any of their its respective directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Secured PartyLender’s CommitmentPro Rata Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrowers and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers (except such as shall result from their respective gross negligence or willful misconduct). The provisions of this Section 8.08 shall survive the repayment of the Obligations and the Other Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender agrees (i) --------------------------------- to reimburse (x) each the Administrative Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrowers or the Guarantors and (y) each the Administrative Agent for such Lender's Commitment Percentage of any expenses of such the Administrative Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties Borrowers and/or the Guarantors have agreed to reimburse pursuant to Section 9.03 10.5 and has failed to so reimburse and (ii) ------------ to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent for such Lender's Commitment Percentage ’s Pro Rata Share of any reasonable out-of-pocket expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof to the extent not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders Borrower or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse any other Credit Party and (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of accordance with such Lender's Commitment ’s Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against against, it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under this Agreement, the Notes any Fundamental Documents or any of the Loan Documents related agreement or document, to the extent not reimbursed by or on behalf of the Loan Parties Borrower or any other Credit Party (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as finally determined by a court of competent jurisdiction). To the extent indemnification payments or reimbursement payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent from a Credit Party, the Administrative Agent shall promptly refund such previously paid payments to the Lenders.

Reimbursement and Indemnification. Each Lender agrees (a) The Committed Lenders agree to reimburse and indemnify the Facility Agent, the Paying Agent, the Documentation Agent, the Calculation Agent and each Syndication Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitments, as applicable, to the extent not paid or reimbursed by the Borrower (i) for any amounts for which such Agent, acting in its capacity as an Agent, is entitled to reimburse reimbursement by the Borrower hereunder and (xii) each Agent for such Lender's Commitment Percentage of any other expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this AgreementAgent, the Notes in its capacity as an Agent, and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered acting on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations administration and enforcement of this Agreement and the other Transaction Documents; provided, however, that an Agent shall not be entitled to reimbursement or enforcement thereof indemnification under this Section 10.6(a) for amounts or expenses resulting from the gross negligence, willful misconduct or bad faith of such Agent. (b) The Committed Lenders in each Lender Group agree to reimburse and indemnify the Managing Agent for such Lender Group and its officers, directors, employees, representatives and agents ratably according to their Commitments, as applicable, to the extent not paid or reimbursed by the Loan Parties and Borrower (yi) each Agent for any amounts for which such Lender's Commitment Percentage of any expenses of such Agent incurred for Managing Agent, acting in its capacity as Managing Agent, is entitled to reimbursement by the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse Borrower hereunder and (ii) to indemnify and hold harmless the Agents and for any of their directors, officers, employees, or agents, on demandother expenses incurred by such Managing Agent, in its capacity as Managing Agent, and acting on behalf of the amount of such Lender's Commitment PercentageLenders in its Lender Group, from in connection with the administration and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out enforcement of this Agreement, Agreement and the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct)other Transaction Documents.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such the Agent for the benefit of the Lenders or the Issuing Bank Banks under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankBanks, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrowers and (y) each the Agent for such Lender's Commitment Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank Banks that the Loan Parties Borrowers have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers (except such as shall result from their respective gross negligence or willful misconduct). For purposes of this Section 8.05, each Lender's Commitment Percentage shall be determined as if the Repayment Event had occurred on or prior to February 6, 2004 (whether or not it has in fact occurred).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Administrative Agent for such Lender's ’s Tranche A Commitment Percentage, Tranche B Commitment Percentage or Tranche C Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders Borrower or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse Guarantors and (ii) to indemnify and hold harmless the Agents Administrative Agent. each Issuing Lender and any of their directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent and the Canadian Agent for such Lender's Commitment Percentage Pro Rata Share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and Borrower, (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in accordance with such Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any Completion Guaranty, the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under any Completion Guaranty, the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrowers or any other Credit Party (except such as shall result from its gross negligence or willful misconduct), (iii) in the case of the U.S. Lenders only, to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of the issuance of any Letters of Credit or the failure to issue Letters of Credit if such failure or issuance was at the direction of the Required Revolving Credit Lenders (except as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable, (iv) in the case of the Canadian Dollar Lenders only, to indemnify and hold harmless the Canadian Agent and any of its directors, officers, employees, or Canadian Agents, on demand, in accordance with each Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents to the extent not reimbursed by the Loan Parties Borrowers or any other Credit Party (except such as shall result from their respective its gross negligence or willful misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent, the Canadian Agent or the Issuing Bank from a Credit Party, the Administrative Agent or the Canadian Agent, as the case may be, will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender Credit Party (other than the Agents) agrees to (i) to reimburse the Agents for such Credit Party’s Revolving Commitment Percentage, FILO Percentage or ABL Term Loan Percentage, as applicable, of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Credit Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankCredit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Credit Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse and (ii) to indemnify and hold harmless the Agents each Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's Credit Party’s Revolving Commitment Percentage, FILO Percentage or ABL Term Loan Percentage, as applicable, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Credit Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by each Agent against any Credit Party (except such as shall result have been determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Credit Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the Payment in Full.

Reimbursement and Indemnification. Each Lender Secured Party (other than the Administrative Agent ) agrees to (i) reimburse the Administrative Agent for such Secured Party's pro rata share of outstanding Revolving Credit Loans, Swingline Loans and Letters of Credit held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to reimburse Section 14.6 hereof, where the applicable assignee has not ratably assumed such Lender's obligations under this Section 13.5 with respect to acts or omissions that occurred prior to such assignment, such assigning Xxxxxx's Revolving Credit Commitment Percentage prior to such assignment) of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes Agreement and any of the Loan other Credit Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof not reimbursed by the Loan Parties Credit Parties, and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Credit Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Credit Document and has have failed to so reimburse reimburse, and (ii) to indemnify and hold harmless the Agents such Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such LenderSecured Party's Revolving Credit Commitment PercentagePercentage (or, in the case of any Lender that has assigned its Commitments pursuant to Section 14.6 hereof, where the applicable assignee has not ratably assumed such Xxxxxx's obligations under this Section 13.5 with respect to acts or omissions that occurred prior to such assignment, such assigning Xxxxxx's Revolving Credit Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it such Agent or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan other Credit Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents other Credit Documents, to the extent not reimbursed by the Loan Parties Credit Parties, including, without limitation, costs of any suit initiated either by such Agent against any Secured Party or against such Agent or Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this Section 13.5 shall survive the repayment or assignment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments pursuant to Section 14.6 hereof where the applicable assignee has not ratably assumed such Xxxxxx's obligations under this Section 13.5 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Agent for such Lender's Commitment Percentage Lendxx'x Xercentage of any expenses and fees incurred by such Agent for the benefit of the Lenders under the Fundamental Documents for which the Agent is entitled to seek reimbursement from any Credit Party but which has not actually been reimbursed by or the Issuing Bank under this Agreement, the Notes and on behalf of any of the Loan DocumentsCredit Party, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or upon behalf of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and Borrower, (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreementany Completion Guaranty for an item of Product, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreementany Completion Guaranty for an item of Product, the Notes Fundamental Documents or any of the Loan Documents related agreement or document, to the extent not reimbursed by a Credit Party and (iii) in the Loan Parties case of only those Lenders holding Revolving Credit Commitments, to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of the issuance of any Letters of Credit or the failure to issue Letters of Credit if such failure or issuance was at the direction of Required Lenders holding at least 66-2/3% of the Revolving Credit Commitments (except such in the case of clause (i), (ii) or (iii) above, as shall result from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as applicable).

Reimbursement and Indemnification. Each Lender agrees (ia) to reimburse on demand the Administrative Agent (xand the Collateral Trustee) each Agent for such Lender's Commitment ’s Aggregate Exposure Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (iib) to indemnify and hold harmless the Agents Administrative Agent and the Collateral Trustee and any of their directors, officers, employees, or agentsRelated Parties, on demand, in the amount of equal to such Lender's Commitment Lxxxxx’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent and the Canadian Agent for such Lender's Commitment Percentage Pro Rata Share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and Borrower, (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in accordance with such Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any Completion Guaranty, the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under any Completion Guaranty, the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrowers or any other Credit Party (except such as shall result from its gross negligence or willful misconduct), (iii) in the case of the U.S. Lenders only, to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of the issuance of any Letters of Credit or the failure to issue Letters of Credit if such failure or issuance was at the direction of the Required Lenders (except as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable, (iv) in the case of the Canadian Dollar Lenders only, to indemnify and hold harmless the Canadian Agent and any of its directors, officers, employees, or Canadian Agents, on demand, in accordance with each Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents to the extent not reimbursed by the Loan Parties Borrowers or any other Credit Party (except such as shall result from their respective its gross negligence or willful misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent, the Canadian Agent or the Issuing Bank from a Credit Party, the Administrative Agent or the Canadian Agent, as the case may be, will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Administrative Agent for such Lender's ’s Tranche A Commitment Percentage, Tranche B Commitment Percentage, Initial Tranche C Commitment Percentage or Subsequent Tranche C Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders Borrower or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse Guarantors and (ii) to indemnify and hold harmless the Agents Administrative Agent, each Issuing Lender and any of their directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender Bank agrees (i) to reimburse (x) each the Agent for such LenderBank's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank Banks under this Agreement, the Notes and any of the Loan DocumentsDocu ments, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankBanks, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each the Agent for such LenderBank's Commitment Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank Banks that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 10.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender Secured Party (other than the Agents and the Canadian Agent) agrees to (i) to reimburse the Agents and the Canadian Agent for such Secured Party’s Commitment Percentage of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent or the Canadian Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Parties, and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent or the Canadian Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse reimburse, and (ii) to indemnify and hold harmless each Agent and the Agents Canadian Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Lender's Secured Party’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent or Canadian Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent, the Co-Administrative Agent and the Syndication Agent for such Lender's Commitment Percentage ’s Pro Rata Share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and Borrower, (ii) to indemnify and hold harmless the Agents Administrative Agent, the Co-Administrative Agent, the Documentation Agent, the Syndication Agent and any of their directors, officers, employees, or agents, on demand, in the amount of accordance with such Lender's Commitment ’s Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, any of them in any way relating to or arising out of any Completion Guaranty, the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under any Completion Guaranty, the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrowers or any other Credit Party (except such as shall result from their gross negligence or willful misconduct), (iii) in the case of the U.S. Lenders only, to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes issuance of any Letters of Credit or any the failure to issue Letters of Credit if such failure or issuance was at the direction of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Required Lenders (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as applicable). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent, the Co-Administrative Agent, the Syndication Agent, the Documentation Agent or the Issuing Bank from a Credit Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (to the extent not reimbursed or otherwise paid by the Borrower (pursuant to Section 10.4 or 10.5 hereof)) (i) to reimburse (x) each Agent the Administrative Agent, the Syndication Agents and the Bookrunners in the amount of its Applicable Percentage, for such Lender's Commitment Percentage of any expenses and fees incurred by in their respective capacities as such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse thereof; and (ii) to indemnify and hold harmless the Administrative Agent, the Syndication Agents and the Bookrunners and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment its Applicable Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in their respective capacities as such in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents to the extent not reimbursed by the Loan Parties Borrower or one of its Subsidiaries (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person seeking indemnification as determined by a final and non-appealable judgment of a court of competent jurisdiction).

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent and/or the Documentation Agent for such Lender's Commitment Percentage Pro Rata Share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents agents, employees, financial advisors and employees other professionals paid for services rendered on behalf of the Lenders Agents or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse Borrower and (ii) to indemnify and hold harmless the Agents Administrative Agent, the Documentation Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of accordance with such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any of the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under any of the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall result from the gross negligence or willful misconduct as determined by a final order or judgment of a court of competent jurisdiction of the Person to be reimbursed, indemnified or held harmless, as applicable) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its pro rata share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes issuance of any letters of credit or any the failure to issue letters of credit if such failure or issuance was at the direction of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Required Revolving Lenders (except such as shall result from their respective the gross negligence or willful misconductmisconduct (as determined by a final order or judgment of a court of competent jurisdiction) of the Person to be reimbursed, indemnified or held harmless, as applicable). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent, the Documentation Agent or the Issuing Bank from a Credit Party, the Administrative Agent, the Documentation Agent or the Issuing Bank, as applicable, will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each the Agent for such Lender's Commitment Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 11.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent on a pro rata basis for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent on a pro rata basis for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 9.04 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentageon a pro rata basis, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction). The provisions of this Section 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (i) to reimburse the Administrative Agent, in the amount of its proportionate share of the Total Commitment in effect on the date on which such reimbursement is sought (x) each Agent or, if reimbursement is sought after the date upon which the Total Commitment shall have been terminated in its entirety, in the amount of its proportionate share of the Total Commitment immediately prior to such date), for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage Borrower or one of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and its Subsidiaries; (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of its proportionate share of the Total Commitment in effect on the date on which such Lender's indemnification is sought (or, if indemnification is sought after the date upon which the Total Commitment Percentageshall have been terminated in its entirety, in the amount of its proportionate share of the Total Commitment immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents to the extent not reimbursed by the Loan Parties Borrower or one of its Subsidiaries (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person seeking indemnification); and (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, officers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatever which may be imposed or incurred by or asserted against it relating to or arising out of the issuance of any Letters of Credit not reimbursed by the Borrower or one of its Subsidiaries (except such as shall result from the gross negligence or willful misconduct of the Person seeking indemnification).

Reimbursement and Indemnification. Each Lender agrees (i) The Lenders agree to reimburse and indemnify the Collateral Agent ratably in proportion to the amount of their respective Obligations (xa) each for any amounts not reimbursed by the Debtor for which the Collateral Agent is entitled to reimbursement by the Debtor under this Security Agreement, (b) for such Lender's Commitment Percentage of any other expenses and fees incurred by such the Collateral Agent for the benefit on behalf of the Lenders or in connection with the Issuing Bank under administration and enforcement of this Agreement, the Notes and any of the Loan Documents, Security Agreement (including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of any expenses incurred by the Lenders or the Issuing Bank, and any other expense incurred Collateral Agent in connection with any dispute between the operations Collateral Agent and any Lender or enforcement thereof not reimbursed by between two or more of the Loan Parties Lenders) and (yc) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever which may be imposed on, incurred by, by or asserted against it or any of them the Collateral Agent in any way relating to or arising out of this AgreementSecurity Agreement or any other document delivered in connection herewith (including, without limitation, for any such amounts incurred by or asserted against the Notes Collateral Agent in connection with any dispute between the Collateral Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the Loan Documents terms of this Security Agreement or of any action taken or omitted by it or any of them under this Agreementsuch other documents, the Notes or provided that no Lender shall be liable for any of the Loan Documents foregoing to the extent not reimbursed any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct)misconduct of the Collateral Agent. The obligations of the Lenders under this Section shall survive payment of the Obligations and termination of this Security Agreement.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Administrative Agent for such Lender's Tranche A Commitment Percentage or Tranche B Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders Borrower or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse Guarantors and (ii) to indemnify and hold harmless the Agents Administrative Agent. each Issuing Lender and any of their directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Without limiting the Loan Parties’ obligations hereunder, each Lender agrees (ia) to reimburse (xi) each Agent for such Lender's ’s Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (yii) each Agent for such Lender's ’s Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (iib) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's ’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct). The provisions of this Section 8.07 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Agent for such Lender's ’s Commitment Percentage of any expenses and fees incurred by such the Agent for the benefit of the Lenders or the Issuing Bank Banks under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankBanks, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrowers and (y) each the Agent for such Lender's ’s Commitment Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank Banks that the Loan Parties Borrowers have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's ’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender Bank agrees (i) to --------------------------------- reimburse (x) each the Agent for such LenderBank's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank Banks under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankBanks, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each the Agent for such LenderBank's Commitment Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank Banks that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. 62 - Each Lender Credit Party (other than the Agents) agrees to (i) to reimburse the Agents for such Credit Party’s applicable Commitment Percentage of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Credit Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankCredit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Credit Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse and (ii) to indemnify and hold harmless the Agents each Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's Credit Party’s applicable Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Credit Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by each Agent against any Credit Party (except such as shall result have been determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence negligence, bad faith or willful misconductmisconduct of such Agent); provided however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Credit Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender Bank agrees (i) to reimburse and indemnify the Agent (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for to the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof extent not reimbursed by the Loan Parties and (yBorrowers) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demandratably, in the amount of such Lender's Commitment Percentageproportion to its Commitment, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against it or any of them the Agent, in its capacity as such, in any way relating to or arising out of this Agreement, the Loan Documents, the Letters of Credit or the Notes or any of the Loan Documents or any action taken or omitted by it the Agent hereunder or thereunder, provided that no Bank shall be liable for any portion of them under this Agreementsuch liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (a) if the Notes same results from the Agent's gross negligence or any willful misconduct, or (b) if such Bank was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense, or (c) if the same results from a compromise and settlement agreement entered into without the consent of such Bank. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including attorney's fees) incurred by the Agent in connection with the preparation, execution, administration or enforcement of, or the preservation of any rights under, this Agreement and the other Loan Documents to the extent that the Agent is not reimbursed for such expenses by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct)Borrowers.

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent for such Lender's Commitment Percentage Pro Rata Share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and Borrower, (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of accordance with such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any Completion Bond, the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under any Completion Bond, the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall result from its gross negligence or willful misconduct) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes issuance of any Letters of Credit or any the failure to issue Letters of Credit if such failure or issuance was at the direction of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Required Lenders (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as applicable). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent or the Issuing Bank from a -100- 102 Credit Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Administrative Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrowers or the Guarantor and (y) each the Administrative Agent for such Lender's Commitment Percentage of any expenses of such the Administrative Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties Borrowers and/or the Guarantor have agreed to reimburse pursuant to Section 9.03 10.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its 156 directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers or the Guarantor (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (ia) to reimburse (x) on demand each Agent for such Lender's Commitment ’s Aggregate Exposure Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (iib) to indemnify and hold harmless the Agents each Agent and any of their directors, officers, employees, or agentsits Related Parties, on demand, in the amount of equal to such Lender's Commitment ’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective its gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction). Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be responsible for the fees and expenses of more than one primary counsel for the Administrative Agent, the Collateral Agent or the Joint Lead Arrangers and, only with respect to fees and expenses incurred in connection with the enforcement of the Loan Documents, one local counsel for each relevant jurisdiction, and, in each case, if necessary in the case of an actual conflict of interest, an additional counsel in each such applicable jurisdiction.

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent for such Lender's Commitment Percentage ’s Pro Rata Share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and Borrower, (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of accordance with such Lender's Commitment ’s Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesexpenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any of the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under any Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any Credit Party (except such as shall result from its gross negligence or willful misconduct) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes issuance of any Letters of Credit or any the failure to issue Letters of Credit if such failure or issuance was at the Loan Documents or any action taken or omitted by it or any direction of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Required Lenders (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as applicable). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent from a Credit Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each Agent the Agents and/or the Issuing Bank on demand for such Lender's Commitment Percentage pro rata share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents agents, employees, financial advisors and employees other professionals paid for services rendered on behalf of the Lenders Agents, the Issuing Bank or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse Borrower and (ii) to indemnify and hold harmless the Agents and/or the Issuing Bank and any of their respective directors, officers, employees, or agents, on demand, in the amount of accordance with such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesexpenses or disbursements (including reasonable attorneys' fees and disbursements) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any of the Fundamental Documents or any related agreement or document, or any action taken or omitted to be taken by it or any of them under any of the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall have been finally determined by a final order or judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Revolving Credit Percentage share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes issuance of any Letters of Credit or any the failure to issue Letters of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Credit (except such as shall result have been finally determined by a final order or judgment of a court of competent jurisdiction to have resulted from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as applicable). If any indemnity furnished to any Agent or the Issuing Bank for any purpose shall, in the opinion of such Agent or the Issuing Bank, as the case may be, be insufficient or become impaired, such Agent or the Issuing Bank, as the case may be, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any Agent or the Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender's pro rata share thereof. The Obligations of the Lenders under this Section 9.6 shall survive the Facility Termination Date, the termination of this Credit Agreement and the payment of the Loans and/or expiration or termination of the Letters of Credit and shall inure to the benefit of any Person who was an Agent or Issuing Bank notwithstanding such Person's resignation, replacement or other withdrawal from its position as an Agent or Issuing Bank hereunder. To the extent indemnification payments made by the Lenders pursuant to this Section 9.6 are subsequently recovered by the Agents or the Issuing Bank from a Credit Party, the Agents or the Issuing Bank, as applicable, will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender agrees (ia) to reimburse on demand the Administrative Agent (xand the Collateral Administrator, the Master Collateral Agent and the Depositary) each Agent for such Lender's Commitment ’s Aggregate Exposure Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (iib) to indemnify and hold harmless the Agents Administrative Agent, the Collateral Administrator and the Master Collateral Agent and any of their directors, officers, employees, or agentsRelated Parties, on demand, in the amount of equal to such Lender's Commitment ’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective its own gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (ia) to reimburse on demand the Administrative Agent (xand the Collateral Administrator, the Master Collateral Agent, the Depositary and the Collateral Custodian) each Agent for such Lender's Commitment ’s Aggregate Exposure Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (iib) to indemnify and hold harmless the Agents Administrative Agent, the Collateral Administrator, the Master Collateral Agent, the Collateral Custodian and any of their directors, officers, employees, or agentsRelated Parties, on demand, in the amount of equal to such Lender's Commitment ’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective its own gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (i) to --------------------------------- reimburse (x) each the Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrowers and (y) each the Agent for such Lender's Commitment Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to Section 9.03 9.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender Secured Party (other than the Administrative Agent and the Collateral Agent) severally agrees to (i) reimburse the Administrative Agent and the Collateral Agent in the amount of such Agent’s Commitment Percentage (or, in the case of any Lender that has assigned its Commitments pursuant to reimburse SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof thereof, in each case to the extent not previously reimbursed by the Loan Parties Parties, and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse reimburse, and (ii) to indemnify and hold harmless the Agents such Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender's ’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment PercentagePercentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated either by such Agent against any Secured Party or against such Agent or Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment or assignment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Lender Credit Party (other than the Agents) agrees to (i) to reimburse the Agents and their Affiliates for such Credit Party's Applicable Percentage of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Credit Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankCredit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Credit Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse and (ii) to indemnify and hold harmless the Agents each Agent and any of their its Affiliates, directors, officers, employees, or agents, on demand, in the amount of such LenderCredit Party's Commitment Applicable Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Credit Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by any Agent against any Credit Party (except such as shall result have been determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence negligence, bad faith or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Credit Party in its capacity as such. The provisions of this Section 8.07 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Agent for such Lender's Commitment Total Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties Borrowers or the Guarantors and (y) each the Agent for such Lender's Commitment Total Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have Borrowers has agreed to reimburse pursuant to Section 9.03 10.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (i) to reimburse the Administrative Agent, in the amount of its proportionate share of the Total Commitment in effect on the date on which such reimbursement is sought (x) each Agent or, if reimbursement is sought after the date upon which the Total Commitment shall have been terminated in its entirety, in the amount of its proportionate share of the Total Commitment immediately prior to such date), for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage Borrower or one of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and its Subsidiaries; (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of its proportionate share of the Total Commitment in effect on the date on which such Lender's indemnification is sought (or, if indemnification is sought after the date upon which the Total Commitment Percentageshall have been terminated in its entirety, in the amount of its proportionate share of the Total Commitment immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents to the extent not reimbursed by the Loan Parties Borrower or one of its Subsidiaries (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person seeking indemnification); and (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, officers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatever which may be imposed or incurred by or asserted against it relating to or arising out of the issuance of any Letters of Credit not reimbursed by the Borrower or one of its Subsidiaries (except such as shall result from the gross negligence or willful misconduct of the Person seeking indemnification). (h) Section 9.1 of the Credit Agreement is hereby amended by deleting the first sentence of such Section in its entirety and substituting in lieu thereof the following: Notices and other communications provided for herein shall be in writing and shall be delivered or mailed (or in the case of telegraphic communication, if by telegram, delivered to the telegraph company and, if by telex, telecopy, graphic scanning or other telegraphic communications equipment of the sending party hereto, delivered by such equipment) addressed, if to the Administrative Agent or Chase, to it at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Attn: Xxxxxx Xxxxxxx, with a copy to Xxxxxxxx Xxxxx, or if to the Borrower, to it at 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxx, Chief Financial Officer and Xxxx X. Xxxx, Senior Vice President and Corporate Secretary, with a copy to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, Xxx Xxxx, XX 00000, Attn: Xxxxx Xxxxxxx, or if to a Lender, to it at its address notified to the Administrative Agent (or set forth in its Assignment and Acceptance or other agreement pursuant to which it became a Lender hereunder), or such other address as such party may from time to time designate by giving written notice to the other parties hereunder. (i) Section 9.8 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following:

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (to the extent not reimbursed or otherwise paid by the Borrower or any Subsidiary Borrower (pursuant to Section 10.4 or 10.5 hereof)) (i) to reimburse (x) each the Administrative Agent, the Syndication Agent and the Bookrunners in the amount of its Aggregate Exposure Percentage, for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and thereof; (ii) to indemnify and hold harmless the Agents Administrative Agent, the Syndication Agent and the Bookrunners and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment its Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents to the extent not reimbursed by the Loan Parties Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person seeking indemnification as determined by a final and non-appealable judgment of a court of competent jurisdiction); and (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, officers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatever which may be imposed or incurred by or asserted against it relating to or arising out of the issuance of any Letters of Credit not reimbursed by the Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from the gross negligence or willful misconduct of the Person seeking indemnification as determined by a final and non-appealable judgment of a court of competent jurisdiction).

Reimbursement and Indemnification. Each Without limiting the Loan Parties' obligations hereunder, each Lender agrees (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct). The provisions of this Section 8.07 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Administrative Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and disbursements and compensation of agents and employees paid for services rendered on behalf of the Lenders Administrative Agent or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof of the Loan Documents, in each case to the extent not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders Borrower or the Issuing Bank that the Loan Parties have agreed to reimburse Guarantors pursuant to Section 9.03 and has failed to so reimburse 10.5 or otherwise and (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed posed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Borrower or the other Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Borrower or the other Credit Parties (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's ’s Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Term Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrowers and (y) each Agent for such Lender's ’s Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to Section 9.03 9.3 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's ’s Commitment Percentage, Percentage from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Term Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Term Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers (except such as shall result from their respective gross negligence or willful misconduct). The provisions of this Section 8.7 shall survive the repayment of the Term Loans and the other Obligations.

Reimbursement and Indemnification. Each Lender Secured Party (other than the Administrative Agent and the Collateral Agent) severally agrees to (i) reimburse the Administrative Agent and the Collateral Agent for such Secured Party’s pro rata share of outstanding Credit Extensions held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to reimburse SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof thereof, in each case to the extent not previously reimbursed by the Loan Parties Parties, and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse reimburse, and (ii) to indemnify and hold harmless the Agents such Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender's ’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment PercentagePercentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated either by such Agent against any Secured Party or against such Agent or Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment or assignment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Lender Credit Party (other than the Agents in such capacity) agrees to (i) to reimburse (x) each Agent the Agents and their Affiliates for such Lender's Commitment Credit Party’s Applicable Percentage of (A) any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Credit Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankCredit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (yB) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Credit Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse and (ii) to indemnify and hold harmless the Agents each Agent and any of their its Affiliates, directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Credit Party’s Applicable Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Credit Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by any Agent against any Credit Party (except such as shall result have been determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence negligence, bad faith or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Credit Party in its capacity as such. The provisions of this Section 8.07 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each the Agent for such Lender's Commitment Percentage Pro Rata Share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and Borrower, (ii) to indemnify and hold harmless the Agents Agent and any of its directors, officers, employees, or agents, on demand, in accordance with such Lender's Pro Rata Share, from and against any and all liabilities, obligations, losses, -86- 95 damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall result from its or their gross negligence or willful misconduct), and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentageits Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes issuance of any Letters of Credit or any the failure to issue Letters of Credit if such failure or issuance was at the direction of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Required Lenders (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as applicable). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Agent from a Credit Party, the Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender Secured Party (other than the Agents) agrees to (i) to reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Secured Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankSecured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof not reimbursed by the Loan Parties Parties, and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Secured Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse reimburse, and (ii) to indemnify and hold harmless the Agents each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment PercentageSecured Party’s pro rata share of all Obligations held by such Secured Party, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Secured Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated either by any Agent against any Secured Party or against any Agent or Secured Party (except such as shall result have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence or willful misconductmisconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender agrees (ia) to reimburse (x) each Agent for such Lender's ’s Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof in each case not reimbursed by the Loan Parties Borrowers and (y) each Agent for such Lender's ’s Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to Section 9.03 9.3 and has have failed to so reimburse and (iib) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's ’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrowers (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. (a) Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent for such Lender's Commitment Percentage ’s Pro Rata Share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof to the extent not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders Borrower or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and any other Credit Party, (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or employees and agents, on demand, ratably in the amount of accordance with such Lender's Commitment ’s Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesexpenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any of the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under any of the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees and agents, ratably on demand, in accordance with such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes issuance of any Letters of Credit or the failure to issue any Letters of Credit if such issuance or failure was at the direction of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Required Lenders (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent from a Credit Party, the Administrative Agent shall promptly refund such previously paid indemnity payments to the Lenders that paid them. Notwithstanding the foregoing, if there are at the time of computation of a reimbursement and/or indemnity obligation one or more Defaulting Lenders which have not fulfilled their obligations under this Section 12.6, the obligations of such non-performing Defaulting Lenders shall be reallocated among the other Lenders (including performing Defaulting Lenders), in proportion to the percentage of such Lender to the aggregate percentage of all Lenders (other than that of the non-performing Defaulting Lender or Defaulting Lenders). (b) The provisions of Section 12.6(a) above are agreements among the Administrative Agent and the Lenders and are not for the benefit of any of the Credit Parties and may not be asserted by any of the Credit Parties as a defense to, or a limitation of, their respective Obligations under this Credit Agreement.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders, Issuing Banks or Acceptance Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders Lenders, Issuing Banks or the Issuing BankAcceptance Lenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders, Issuing Banks or Acceptance Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 9.3 of this Agreement or pursuant to any other Loan Document and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents 112 to the extent not reimbursed by the Loan Parties Borrowers (except such as shall result from their respective gross negligence or willful misconduct). The provisions of this Section 8.8 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 SECTION 9.04 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct). The provisions of this SECTION 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender Bank agrees (i) to reimburse and indemnify the Agent (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for to the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof extent not reimbursed by the Loan Parties and (yBorrower) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demandratably, in the amount of such Lender's Commitment Percentageaccordance with its Percentage Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against it or any of them the Agent, in its capacity as such, in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or the Notes or any action taken or omitted by it the Agent hereunder or thereunder, provided that no Bank shall be liable for any portion of them under such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (a) if the same results from the Agent's gross negligence or willful misconduct, or (b) if such Bank was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense, or (c) if the same results from a compromise and settlement agreement entered into without the consent of such Bank. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including attorney's fees) incurred by the Agent in connection with the preparation, execution, administration or enforcement of, or the preservation of any rights under, this Agreement, the Notes or any of Agreement and the Loan Documents to the extent that the Agent is not reimbursed for such expenses by the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct)Borrower.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each the Agent for such LenderBank's Commitment Percentage of any expenses of such the Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 10.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and any of their its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each the Agent and the Fronting Banks for such Lender's Commitment Percentage of any expenses and fees incurred by such the Agent or the Fronting Banks (as the case may be) for the benefit of the Lenders under or the Issuing Bank under in connection with this Agreement, the Notes and any of the Loan Documents, Documents including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement hereof or thereof not reimbursed by the Loan Parties Borrower and (y) each the Agent and the Fronting Banks for such Lender's Commitment Percentage of any expenses of such the Agent or the Fronting Banks (as the case may be) incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 9.5 and has failed so to so reimburse and (ii) to indemnify and hold harmless the Agents Agent and the Fronting Banks and any of their respective directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Lender's its Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Borrower (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each Agent the Administrative Agent, the Co-Lead Arrangers and/or the Issuing Bank for such Lender's Commitment Percentage pro rata share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents agents, employees, financial advisors and employees other professionals paid for services rendered on behalf of the Lenders Agents, the Issuing Bank or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse Borrower and (ii) to indemnify and hold harmless the Agents Administrative Agent, the Co-Lead Arrangers and/or the Issuing Bank and any of their respective directors, officers, employees, or agents, on demand, in the amount of accordance with such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesexpenses or disbursements (including reasonable attorneys' fees and disbursements) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any of the Fundamental Documents or any related agreement or document, or any action taken or omitted to be taken by it or any of them under any of the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Revolving Credit Percentage share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes issuance of any Letters of Credit or any the failure to issue Letters of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Credit (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as applicable). If any indemnity furnished to any Agent, any Co-Lead Arranger or the Issuing Bank for any purpose shall, in the opinion of such Agent, Co-Lead Arranger or the Issuing Bank, as the case may be, be insufficient or become impaired, such Agent, Co-Lead Arranger or the Issuing Bank, as the case may be, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, that in no event shall this sentence require any Lender to indemnify any Agent, any Co-Lead Arranger or the Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender's pro rata share thereof. To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent, the Co-Lead Arrangers or the Issuing Bank from a Credit Party, the Administrative Agent, the Co-Lead Arrangers or the Issuing Bank, as applicable, will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender Credit Party (other than the Agents) agrees to (i) to reimburse the Agents and their Affiliates for such Credit Party's Applicable Percentage of (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such any Agent for the benefit of the Lenders or the Issuing Bank Credit Parties under this Agreement, the Notes Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankCredit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such any Agent incurred for the benefit of the Lenders or the Issuing Bank Credit Parties that the Loan Parties have agreed to reimburse pursuant to Section 9.03 this Agreement or any other Loan Document and has have failed to so reimburse and (ii) to indemnify and hold harmless the Agents each Agent and any of their its Affiliates, directors, officers, employees, or agents, on demand, in the amount of such LenderCredit Party's Commitment Applicable Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them Credit Party in any way relating to or arising out of this Agreement, the Notes Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties Parties, including, without limitation, costs of any suit initiated by any Agent against any Credit Party (except such as shall result have been determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from their respective the gross negligence negligence, bad faith or willful misconductmisconduct of such Agent); PROVIDED, HOWEVER, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Credit Party in its capacity as such. The provisions of this Reimbursement and Indemnification. shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent for in accordance with such Lender's Commitment Percentage of ’s Percentage, for any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and Borrower, (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such accordance with each Lender's Commitment ’s Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreementany Completion Guarantee, the Notes Fundamental Documents or any of the Loan Documents related agreement or document, or any action taken or omitted by it or any of them under this Agreementany Completion Guarantee, the Notes Fundamental Documents or any of the Loan Documents related agreement or document to the extent not reimbursed by the Loan Parties Borrower or any other Credit Party (except such as shall result from their respective its gross negligence or willful misconduct) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of the issuance of any Letters of Credit or the failure to issue Letters of Credit if such failure or issuance was at the direction of the Required Lenders (except as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent or the Issuing Bank from a Credit Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders Lenders, the Co-Agents or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders Lenders, the Co-Agents or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Borrower or the other Credit Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders Lenders, the Co-Agents or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Borrower or the other Credit Parties (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties (except as otherwise provided in the Borrower Security Agreement and Guarantor Security Agreement), and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 10.3 and has failed to so reimburse (except as otherwise provided in the Borrower Security Agreement and Guarantor Security Agreement), and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agentsagents (each, an "Indemnified Party"), on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their such Indemnified Party's respective gross negligence negligence, bad faith or willful misconduct).

Reimbursement and Indemnification. Each Lender of the Purchasers severally agrees (i) to reimburse (x) each the Agent for such Lender's Commitment Percentage of any expenses not reimbursed by the Issuers within 30 days (without limiting their obligations to make such reimbursement: (a) for which the Agent is entitled to reimbursement by any Issuer under this Agreement and fees (b) after the occurrence of an Event of Default, for any other expenses incurred by such the Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred Purchasers in connection with the operations enforcement of their rights under this Agreement or enforcement thereof any Second Lien Credit Document. The Purchasers shall severally indemnify the Agent and its officers, directors, employees, agents, attorneys, accountants, consultants and controlling Persons (to the extent not reimbursed by the Loan Parties Issuers and (y) each Agent for such Lender's Commitment Percentage without limiting the obligation of any expenses of such Agent incurred for Issuer to do so), pro rata in accordance with the benefit then outstanding principal balance of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment PercentageNotes held by each Purchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, losses (including accrued and unpaid Agent’s fees), costs, expenses, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, by or asserted against it the Agent or any of them in any way such Persons relating to or arising out of this Agreement, any other Second Lien Credit Document, the Notes transactions contemplated hereby or any of the Loan Documents thereby, or any action taken or omitted by it or any of them under this Agreement, the Notes or Agent in connection with any of the Loan Documents foregoing; provided, however, that the foregoing shall not extend to the extent not reimbursed actions or omissions which are determined in a final, nonappealable judgment by a court of competent jurisdiction to have taken by the Loan Parties (except such as shall result from their respective Agent with gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of 111 the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Borrower or the other Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 9.3 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Borrower or the other Credit Parties (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. (a) Each Lender of the Lenders agrees (i) to reimburse (x) each the Administrative Agent for such Lender's Commitment Percentage Xxxxxx’s Pro Rata Share of any expenses and fees incurred by such Agent for the benefit of the Lenders or under the Issuing Bank under this Agreement, the Notes and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof to the extent not reimbursed by the Loan Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit or on behalf of the Lenders Borrower or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse any other Credit Party, and (ii) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or employees and agents, on demand, ratably in the amount of accordance with such Lender's Commitment ’s Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against against, it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Loan Parties Borrower or any other Credit Party (except such as shall result from their respective the gross negligence or willful misconductmisconduct of the Person to be reimbursed, indemnified or held harmless, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent from a Credit Party, the Administrative Agent shall promptly refund such previously paid indemnity payments to the Lenders that paid them. (b) The provisions of Section 12.6(a) above are agreements among the Administrative Agent and the Lenders and are not for the benefit of any of the Credit Parties and may not be asserted by any of the Credit Parties as a defense to, or a limitation of, their respective Obligations under this Credit Agreement.

Reimbursement and Indemnification. Each Lender agrees (ia) to reimburse (x) each the Administrative Agent (in such capacities and not solely as a Lender) for such Lender's Commitment Percentage ’s Pro Rata Share of any expenses and fees incurred by such the Administrative Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or enforcement thereof in each case not reimbursed by the Loan Parties and (y) each the Administrative Agent (in such capacities and not solely as a Lender) for such Lender's Commitment Percentage ’s Pro Rata Share of any expenses of such the Administrative Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 SECTION 9.3 and has have failed to so reimburse and (iib) to indemnify and hold harmless the Agents Administrative Agent and any of their its directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage’s Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties (except such as shall result from their the Administrative Agent’s respective gross negligence or willful misconductmisconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction).

Reimbursement and Indemnification. Each Lender agrees The Lenders agree to reimburse and indemnify the Administrative Agent and any Issuing Bank ratably in proportion to their respective Pro Rata Shares (i) for any amounts not reimbursed by the Borrowers for which the Administrative Agent or such Issuing Bank, as applicable, is entitled to reimburse reimbursement by the Borrowers under the Credit Documents, (xii) each Agent for such Lender's Commitment Percentage of any amounts not reimbursed by the borrowers for any other expenses and fees incurred by the Administrative Agent or such Agent for the benefit of the Lenders or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing BankLenders, and any other expense incurred in connection with the operations or preparation, execution, delivery, administration and enforcement thereof of the Credit Documents, and (iii) for any amounts not reimbursed by the Loan Parties and (y) each Agent borrowers for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to Section 9.03 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever which may be imposed on, incurred by, by or asserted against it the Administrative Agent or any of them Issuing Bank in any way relating to or arising out of this Agreementthe Credit Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the Notes or enforcement of any of the Loan Documents terms thereof or of any action taken or omitted by it or any of them under this Agreementsuch other documents, the Notes or provided that no Lender shall be liable for any of the Loan Documents foregoing to the extent not reimbursed by they arise from the Loan Parties (except such as shall result from their respective gross negligence or willful misconduct)misconduct of the Administrative Agent or such Issuing Bank. the indemnification rights in favor of the administrative agent and the issuing bank shall extend only to costs and expenses incurred in such capacities and shall not include any costs and expenses incurred in either's capacity as a lender. The obligations of the Lenders under this Section 8.08 shall survive payment of the obligations and termination of this Agreement.

Reimbursement and Indemnification. Each Lender agrees (i) to i)to reimburse (x) each x)each Agent for such Lender's Commitment Percentage of any expenses anx xxxxnses and fees incurred by such Agent for the benefit of the Lenders Lenders, the Co-Agents or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders Lenders, the Co-Agents or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties Borrower or the Guarantors and (y) each y)each Agent for such Lender's Commitment Percentage of any expenses anx xxxxnses of such Agent incurred for the benefit of the Lenders Lenders, the Co-Agents or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 10.05 and has failed to so reimburse and (ii) to ii)to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against xxx xgainst any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Parties Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (i) to --------------------------------- reimburse (x) each Agent for such Lender's Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders Lenders, the Co-Agents or the Issuing Bank under this Agreement, the Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders Lenders, the Co-Agents or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Borrower or the other Credit Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders Lenders, the Co- Agents or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to Section 9.03 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Loan Borrower or the other Credit Parties (except such as shall result from their respective gross negligence or willful misconduct).