Common use of Reimbursement and Indemnification Clause in Contracts

Reimbursement and Indemnification. Each Secured Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured 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 Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct 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 Secured Party (other than of the Agents) Lenders severally and not jointly agrees to (i) to reimburse the Agents Administrative Agent, in the amount of its proportionate share, for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses Borrower or one of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburseits Subsidiaries, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs Borrower or one of any suit initiated by each Agent against any Secured Party its Subsidiaries (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agentthe Person seeking indemnification); providedand (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, howeverofficers, that employees, or agents or demand in the unreimbursed expense amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or indemnified loss, claim, damage, liability disbursements of any kind or related expense, as the case nature whatever which may be, was be imposed or incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment it relating to or arising out of the Obligations and issuance of any Letters of Credit (except such as shall result from the termination gross negligence or willful misconduct of the CommitmentsPerson seeking indemnification).

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders, Issuing Banks or Acceptance Lenders under this 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 Secured PartiesLenders, Issuing Banks or Acceptance Lenders, 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 any such Agent incurred for the benefit of the Secured Parties Lenders, Issuing Banks or Acceptance Lenders that the Loan Parties have agreed to reimburse pursuant to Section 9.3 of this Agreement or pursuant to any other Loan Document and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.8 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party Lender agrees (other than the Agentsa) agrees to (i) reimburse the Agents on demand each Agent for such Secured PartyLender’s pro rata share Aggregate Exposure Percentage of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, 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 (yb) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agentsits Related Parties, on demand, in the amount of equal to such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyAggregate 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower or the Guarantors (except such as shall have been result from its gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction 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 another independent tribunal having jurisdiction by final the Joint Lead Arrangers and non-appealable judgment Bookrunners and, only with respect to have resulted from fees and expenses incurred in connection with the gross negligence or willful misconduct enforcement of such Agent); providedthe Loan Documents, howeverone local counsel for each relevant jurisdiction, that the unreimbursed expense or indemnified lossand, claimin each case, damage, liability or related expense, as if necessary in the case may beof an actual conflict of interest, was incurred by or asserted against an additional counsel in each 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 Commitmentsapplicable jurisdiction.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured 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 Secured Party in any way relating to or arising out of this 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 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, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct 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 Secured Party (other than the AgentsAdministrative Agent ) agrees to (i) reimburse the Agents Administrative Agent for such Secured Party’s pro rata share of all Obligations 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 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) any expenses and fees incurred by any such Agent for the benefit of Secured Parties under this Agreement and any of the other Loan Credit Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof not reimbursed by the Loan Credit Parties, and (y) any expenses of any such Agent incurred for the benefit of the Secured Parties that the Loan Credit Parties have agreed to reimburse pursuant to this Agreement or any other Loan Credit Document and have failed to so reimburse, and (ii) indemnify and hold harmless each such Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share Revolving Credit Commitment Percentage (or, in the case of all Obligations held by any Lender that has assigned its Commitments pursuant to Section 14.6 hereof, where the applicable assignee has not ratably assumed such Secured PartyLender’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), 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 Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Credit Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents Credit Documents, to the extent not reimbursed by the Loan Credit Parties, including, without limitation, costs of any suit initiated either by each such Agent against any Secured Party or against such Agent or Secured Party (except such as shall 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 the gross negligence or willful misconduct 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 Section 13.5 shall survive the repayment or assignment of the Obligations and the termination of the CommitmentsCommitments 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 Secured Party (other than the Agents) Lender 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) the Agent for such Lender’s Commitment Percentage of any expenses and fees incurred by any the Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders 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) the Agent for such Lender’s Commitment Percentage of any expenses of any the Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.4 and have failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.7 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this Agreement and 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document or any other agreement or instrument contemplated hereby or thereby and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured 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 Secured Party in any way relating to or arising out of this 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 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, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct 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 Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan PartiesParties (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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.3 and have has failed to so reimbursereimburse (except as otherwise provided in the Borrower Security Agreement and Guarantor Security Agreement), and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agentsagents (each, an "INDEMNIFIED PARTY"), on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the such Indemnified Party's respective gross negligence negligence, bad faith or willful misconduct of such Agentmisconduct); 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 Secured Party of the Lenders severally and not jointly agrees (other than to the Agentsextent not reimbursed or otherwise paid by the Borrower or any Subsidiary Borrower (pursuant to Section 10.5 hereof)) agrees to (i) to reimburse the Agents Administrative Agent, in the amount of its Aggregate Exposure Percentage, for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and thereof; (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs Borrower or one of its Subsidiaries (including any suit initiated by each Agent against any Secured Party Subsidiary Borrower) (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agentthe Person seeking indemnification); providedand (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, howeverofficers, that employees, or agents or demand in the unreimbursed expense amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or indemnified loss, claim, damage, liability disbursements of any kind or related expense, as the case nature whatever which may be, was be imposed or incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment it relating to or arising out of the Obligations and issuance of any Letters of Credit not reimbursed by the termination Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from the gross negligence or willful misconduct of the CommitmentsPerson seeking indemnification).

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Credit Party’s pro rata share of all Obligations held by such Secured Party applicable Aggregate Exposure Percentage of (x) any expenses and fees incurred by any Agent for the benefit of Secured Credit Parties under this 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 Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (y) any expenses of any Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (ii) indemnify and hold harmless each Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s pro rata share of all Obligations held by such Secured Partyapplicable 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 Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Credit Party (except such as shall 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 the gross negligence negligence, bad faith or willful misconduct 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 Credit Party in its capacity as such. The provisions of this SECTION Section 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) DIP Lender 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) the Agent for such DIP Lender's Commitment Percentage of any expenses and fees incurred by any Agent for the benefit of Secured Parties the DIP Lenders under this 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 Secured PartiesDIP 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) the Agent for such DIP Lender's Commitment Percentage of any expenses of any the Agent incurred for the benefit of the Secured Parties DIP Lenders that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.05 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower or the Guarantors (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than of the Agents) Lenders severally and not jointly agrees to (i) to reimburse the Agents 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 (based on its Revolving Credit Percentage on the date on which indemnification is sought), for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any reasonable expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other reasonable expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses Borrower or one of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, its Subsidiaries; and (ii) to indemnify and hold harmless each the 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 Secured Party’s pro rata its proportionate share of all Obligations held by such Secured Party(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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs Borrower or one of any suit initiated by each Agent against any Secured Party its Subsidiaries (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agentthe Person seeking indemnification as found by a final and nonappealable decision of a court of competent jurisdiction); 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 Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent in accordance with such Lender's respective portion of the relevant Commitments, for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan PartiesBorrower, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in accordance with such Lender's respective portion of the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyrelevant 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 against, it or any Secured Party of them in any way relating to or arising out of this Agreement the Fundamental Documents or any of the other Loan Documents related agreement or document or any action taken or omitted by it or any of them under this Agreement the Fundamental Documents or any of the other Loan Documents related agreement or document to the extent not reimbursed by the Loan Parties, including, without limitation, costs of Borrower or any suit initiated by each Agent against any Secured other Transaction Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agent); providedthe Person to be indemnified or held harmless) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, howeverofficers, that employees, or agents, on demand, in the unreimbursed expense amount of its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or indemnified lossdisbursements of any kind or nature whatsoever which may be imposed on, claimincurred by, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party it or any of them in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment any way relating to or arising out of the Obligations and issuance of any Letters of Credit or the termination failure to issue Letters of Credit if such failure or issuance was at the direction of the CommitmentsRequired 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 the Borrower or a Transaction Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent for such Secured PartyLender’s pro rata share Pro Rata Share of all Obligations held by such Secured Party of (x) any reasonable out-of-pocket expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof to the extent not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement Borrower or any other Loan Document and have failed to so reimburse, Credit Party and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of accordance with such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyPercentage, 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under this Agreement any Fundamental Documents or any of the other Loan Documents related agreement or document, to the extent not reimbursed by or on behalf of the Loan Parties, including, without limitation, costs of Borrower or any suit initiated by each Agent against any Secured other Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agent); providedthe Person to be reimbursed, however, that the unreimbursed expense indemnified or indemnified loss, claim, damage, liability or related expenseheld harmless, as finally determined by a court of competent jurisdiction). To the case may beextent 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, was incurred by or asserted against the Administrative Agent shall promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid payments to the repayment of the Obligations and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.08 shall survive the repayment of the Obligations and the Other Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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) the Administrative Agent for such Lender's Commitment Percentage of any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, 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) the Administrative Agent for such Lender's Commitment Percentage of any expenses of any the Administrative Agent incurred for the benefit of the Secured Parties Lenders that the Loan Parties Borrowers and/or the Guarantors have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.5 and have has failed to so reimburse, reimburse and (ii) ------------ to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers or the Guarantors (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured 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 Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct 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 Section 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the AgentsAgents and the Canadian Agent) agrees to (ia) reimburse each Agent and the Agents Canadian Agent for such Secured Party’s pro rata share of all Obligations held by such Secured Party Commitment Percentage of (xi) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (yii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (iib) indemnify and hold harmless each Agent and the Canadian Agent and any of their its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct of such Agent or Canadian Agent); provided, however, 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 8.08 8.09 shall survive the repayment of the Obligations Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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) the Agent for such Lender's Commitment Percentage of any expenses and fees incurred by any the Agent for the benefit of Secured Parties the Lenders or the Issuing Banks under this Agreement 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 Secured PartiesLenders or the Issuing Banks, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrowers and (y) the Agent for such Lender's Commitment Percentage of any expenses of any the Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Banks that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 For purposes of this SECTION 8.08 Section 8.05, each Lender's Commitment Percentage shall survive be determined as if the repayment of the Obligations and the termination of the CommitmentsRepayment Event had occurred on or prior to February 6, 2004 (whether or not it has in fact occurred).

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Credit Party’s pro rata share of all Obligations held by such Secured Party Revolving Commitment Percentage, FILO Percentage or ABL Term Loan Percentage, as applicable, of (x) any expenses and fees incurred by any Agent for the benefit of Secured Credit Parties under this 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 Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (y) any expenses of any Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (ii) indemnify and hold harmless each Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s pro rata share of all Obligations held by such Secured PartyRevolving 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 Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Credit Party (except such as shall 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 the gross negligence or willful misconduct 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 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 CommitmentsPayment in Full.

Reimbursement and Indemnification. Each Secured Party of the Lenders severally and not jointly agrees (other than to the Agentsextent not reimbursed or otherwise paid by the Borrower or any Subsidiary Borrower (pursuant to Section 10.4 or 10.5 hereof)) agrees to (i) to reimburse the Agents Administrative Agent, the Syndication Agent and the Bookrunners in the amount of its Aggregate Exposure Percentage, for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent in their respective capacities as such for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and thereof; (ii) to indemnify and hold harmless each the 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 Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in their respective capacities as such in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs Borrower or one of its Subsidiaries (including any suit initiated by each Agent against any Secured Party Subsidiary Borrower) (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agentthe Person seeking indemnification as determined by a final and non-appealable judgment of a court of competent jurisdiction); providedand (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, howeverofficers, that employees, or agents or demand in the unreimbursed expense amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or indemnified loss, claim, damage, liability disbursements of any kind or related expense, as the case nature whatever which may be, was be imposed or incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment it relating to or arising out of the Obligations and issuance of any Letters of Credit not reimbursed by the termination Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from the gross negligence or willful misconduct of the CommitmentsPerson seeking indemnification as determined by a final and non-appealable judgment of a court of competent jurisdiction).

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent and the Canadian Agent for such Secured Party’s pro rata share Lender's Pro Rata Share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburseBorrower, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective 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 Secured Party’s pro rata share failure or issuance was at the direction of all Obligations 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 by such Secured Partyharmless, 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 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of Borrowers or any suit initiated by each Agent against any Secured other Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the its gross negligence or willful misconduct of such misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent); provided, howeverthe Canadian Agent or the Issuing Bank from a Credit Party, that the unreimbursed expense Administrative Agent or indemnified loss, claim, damage, liability or related expensethe Canadian Agent, as the case may be, was incurred by or asserted against will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Party of the Lenders severally and not jointly agrees (other than to the Agentsextent not reimbursed or otherwise paid by the Borrower or any Subsidiary Borrower (pursuant to Section 10.5 hereof)) agrees to (i) to reimburse the Agents Administrative Agent, in the amount of its Aggregate Exposure Percentage, for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and thereof; (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs Borrower or one of its Subsidiaries (including any suit initiated by each Agent against any Secured Party Subsidiary Borrower) (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agentthe Person seeking indemnification); providedand (iii) to indemnify and hold harmless the Issuing Lenders (other than in respect of Competitive Letters of Credit) and any of their respective directors, howeverofficers, that employees, or agents or demand in the unreimbursed expense amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or indemnified loss, claim, damage, liability disbursements of any kind or related expense, as the case nature whatever which may be, was be imposed or incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment it relating to or arising out of the Obligations and issuance of any Letters of Credit not reimbursed by the termination Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from the gross negligence or willful misconduct of the CommitmentsPerson seeking indemnification).

Reimbursement and Indemnification. (a) Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent and the Issuing Banks for such Secured PartyLender’s pro rata share applicable Percentage of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, Borrower and (ii) to indemnify and hold harmless each Agent and the Administrative Agent, any of their respective directors, officers, employees, or agentsits Related Parties and the Issuing Banks, on demand, in the amount of accordance with such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyPercentage, 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 against, any Secured Party of them in any way relating to or arising out of this Agreement any Fundamental Documents or any of the other Loan Documents related agreement or document, or any action taken or omitted by it or any of them under this Agreement the Fundamental Documents or any of the other Loan Documents related agreement or document, to the extent not reimbursed by or on behalf of the Loan Parties, including, without limitation, costs of Borrower or any suit initiated by each Agent against any Secured other Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their gross negligence or willful misconduct misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 10.5 are subsequently recovered by the Administrative Agent, or the Issuing Banks from a Credit Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders. 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 10.5, the obligations of such Agentnon-performing Defaulting Lenders shall be reallocated among the other Lenders (including performing Defaulting Lenders); provided, however, in proportion to the percentage of such Lender to the aggregate percentage of all Lenders (other than 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 Commitmentsnon-performing Defaulting Lender or Defaulting Lenders).

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender agrees to reimburse and indemnify the Agent (i) reimburse to the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof extent not reimbursed by the Loan PartiesBorrowers), and (y) any expenses of any Agent incurred for ratably in the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in proportion which the amount of such Secured Party’s pro rata share Lender's Revolving Credit Commitment bears to the sum of all Obligations held by such Secured Partythe 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 Secured Party the Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any of Agreement, the Notes 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 Agreement such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or any of the other 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, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct 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 CommitmentsBorrowers.

Reimbursement and Indemnification. Each Secured Party The Lenders agree to reimburse and indemnify Agent ratably in proportion to their respective Commitments (other than or, if the AgentsCommitments have been terminated, in proportion to their Commitments immediately prior to such termination) agrees (a) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to (i) reimburse reimbursement by a Borrower or Borrowers under the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this Agreement and any of the other Loan Documents, (b) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of any expenses incurred by the Secured Parties, and any other expense incurred Agent in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each dispute between Agent and any Lender or between two or more of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Party, from Lenders) and against (c) for 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 Secured Party Agent in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken other document delivered in connection therewith or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, transactions contemplated thereby (including, without limitation, costs for any such amounts incurred by or asserted against Agent in connection with any dispute between Agent and any Lender or between two or more of the Lenders), or the enforcement of any suit initiated by each Agent against of the terms of the Loan Documents or of any Secured Party such other documents, provided that (except such as y) no Lender shall have been determined be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); providedthe Agent and (z) any indemnification required pursuant to Section 7.4.4 shall, however, that notwithstanding 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 Section, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section shall survive the repayment payment of the Obligations and the Permitted Swap Obligations and termination of the Commitments.this Agreement. 16.9

Reimbursement and Indemnification. Each Secured Party (other than the AgentsAdministrative Agent and the Collateral Agent) agrees to (i) reimburse the Agents Administrative Agent and the Collateral Agent for such Secured Party’s pro rata share of all Obligations outstanding Credit Extensions held by such Secured Party (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 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) any expenses and fees incurred by any such Agent for the benefit of Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any such Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each such Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share Commitment Percentage (or, in the case of all Obligations held by any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Secured PartyLender’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), 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 Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents Documents, to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated either by each such Agent against any Secured Party or against such Agent or Secured Party (except such as shall 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 the gross negligence or willful misconduct 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 8.09 shall survive the repayment or assignment of the Obligations and the termination of the CommitmentsCommitments 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 Secured Party (other than of the Agents) Lenders severally and not jointly agrees to (i) to reimburse the Agents Administrative Agent and the Arranger, in the amount of its proportionate share, for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any reasonable expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other reasonable expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses Borrower or one of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and its Subsidiaries; (ii) to indemnify and hold harmless each the Administrative Agent and the Arranger and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs Borrower or one of any suit initiated by each Agent against any Secured Party its Subsidiaries (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agentthe Person seeking indemnification); providedand (iii) to indemnify and hold harmless each of the Issuing Lenders and any of their respective directors, howeverofficers, that employees, or agents or demand in the unreimbursed expense amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or indemnified loss, claim, damage, liability disbursements of any kind or related expense, as the case nature whatsoever which may be, was be imposed on or incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment it relating to or arising out of the Obligations and issuance of any Letters of Credit (except such as shall result from the termination gross negligence or willful misconduct of the CommitmentsPerson seeking indemnification).

Reimbursement and Indemnification. Each Secured Party (other than the AgentsAgents and the Canadian Agent) agrees to (ia) reimburse each Agent and the Agents Canadian Agent for such Secured PartyPartyLender’s pro rata share of all Obligations held by such Secured Party CommitmentPro Rata Percentage of (xi) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (yii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (iib) indemnify and hold harmless each Agent and the Canadian Agent and any of their its respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyPartyLender’s pro rata share of all Obligations held by such Secured PartyCommitmentPro 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 Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct of such Agent or Canadian Agent); provided, however, 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 8.08 8.09 shall survive the repayment of the Obligations Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party Lender severally agrees (other than the Agentsa) agrees to reimburse on demand each Agent (iacting in its capacity as such) reimburse the Agents for such Secured PartyLender’s pro rata share Aggregate Exposure Percentage of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties, Parties and (yb) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agentsits Related Parties, on demand, in the amount of equal to such Secured PartyXxxxxx’s pro rata share of all Obligations held by such Secured PartyAggregate 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties; provided that the indemnification set forth in this clause (b) shall not, includingas to any Agent or its Related Parties, without limitationbe available to the extent that such liabilities, costs of any suit initiated by each Agent against any Secured Party (except such as shall have been obligations, losses, damages, penalties or related expenses are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, however, that the unreimbursed expense Agent or indemnified loss, claim, damage, liability or related expensesuch Related Party, 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 Commitmentsapplicable.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Credit Party’s pro rata share of all Obligations held by such Secured Party Commitment Percentage of (x) any expenses and fees incurred by any Agent for the benefit of Secured Credit Parties under this 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 Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (y) any expenses of any Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (ii) indemnify and hold harmless each Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Credit Party (except such as shall 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 the gross negligence or willful misconduct 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 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 CommitmentsPayment in Full.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders severally and not jointly agrees to (i) to reimburse the Agents for such Secured Party’s pro rata Administrative Agent, in the amount of its proportionate share of all Obligations held by the Total Commitment in effect on the date on which such Secured Party reimbursement is sought (or, if reimbursement is sought after the date upon which the Total Commitment shall have been terminated in its entirety, in the amount of (x) its proportionate share of the Total Commitment immediately prior to such date), for any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses Borrower or one of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and its Subsidiaries; (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata its proportionate share of all Obligations held by the Total Commitment in effect on the date on which such Secured Partyindemnification is sought (or, if indemnification 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), 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs Borrower or one of any suit initiated by each Agent against any Secured Party its Subsidiaries (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agentthe Person seeking indemnification); providedand (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, howeverofficers, that employees, or agents or demand in the unreimbursed expense amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or indemnified loss, claim, damage, liability disbursements of any kind or related expense, as the case nature whatever which may be, was be imposed or incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment it relating to or arising out of the Obligations and issuance of any Letters of Credit not reimbursed by the termination Borrower or one of its Subsidiaries (except such as shall result from the gross negligence or willful misconduct of the CommitmentsPerson seeking indemnification).

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Credit Party’s pro rata share of all Obligations held by such Secured Party Commitment Percentage of (x) any expenses and fees incurred by any Agent for the benefit of Secured Credit Parties under this 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 Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (y) any expenses of any Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (ii) indemnify and hold harmless each Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Credit Party (except such as shall 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 the gross negligence negligence, bad faith or willful misconduct 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 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 Secured Party (other than the AgentsAgents and the Canadian Agent) agrees to (ia) reimburse each Agent and the Agents Canadian Agent for such Secured PartyLender’s pro rata share of all Obligations held by such Secured Party Pro Rata Percentage of (xi) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (yii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (iib) indemnify and hold harmless each Agent and the Canadian Agent and any of their its respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyPro 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 Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have 166 resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided, however, 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 8.08 8.09 shall survive the repayment of the Obligations Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Banks under this Agreement 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 Secured PartiesLenders or the Issuing Banks, 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Banks that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.3 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.8 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.3 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.8 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party Lender agrees (other than the Agentsa) agrees to (i) reimburse the Agents on demand each Agent for such Secured PartyXxxxxx’s pro rata share Aggregate Exposure Percentage of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, 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 (yb) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agentsits Related Parties, on demand, in the amount of equal to such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyAggregate 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 141 which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower or the Guarantors (except such as shall have been result from its gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction 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 another independent tribunal having jurisdiction by final the Joint Lead Arrangers and non-appealable judgment Bookrunners and, only with respect to have resulted from fees and expenses incurred in connection with the gross negligence or willful misconduct enforcement of such Agent); providedthe Loan Documents, howeverone local counsel for each relevant jurisdiction, that the unreimbursed expense or indemnified lossand, claimin each case, damage, liability or related expense, as if necessary in the case may beof an actual conflict of interest, was incurred by or asserted against an additional counsel in each 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 Commitmentsapplicable jurisdiction.

Reimbursement and Indemnification. Each Secured Party of the Lenders severally and not jointly agrees (other than to the Agentsextent not reimbursed or otherwise paid by the Borrower (pursuant to Section 10.4 or 10.5 hereof)) agrees to (i) to reimburse the Agents Administrative Agent, the Syndication Agent and the Bookrunners in the amount of its Aggregate Exposure Percentage (in each case determined without duplication and based on their respective Aggregate Exposure Percentage as a Lender), for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for in their respective capacities as such under the benefit of Secured Parties under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) to indemnify and hold harmless each the 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 Secured Party’s pro rata share of all Obligations held by such Secured Partyits Aggregate Exposure Percentage (in each case determined without duplication and based on their respective Aggregate Exposure Percentage as a Lender), 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 Secured Party of them in their respective capacities as such in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs Borrower or one of any suit initiated by each Agent against any Secured Party its Subsidiaries (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agentthe Person seeking indemnification as determined by a final and non-appealable judgment of a court of competent jurisdiction); 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 Secured Party (other than the AgentsAgents and the Canadian Agent) agrees to (ia) reimburse each Agent and the Agents Canadian Agent for such Secured Party’s pro rata share of all Obligations held by such Secured Party Commitment Percentage of (xi) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (yii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (iib) indemnify and hold harmless each Agent and the Canadian Agent and any of their its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured 155 Party (except such as shall 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 the gross negligence or willful misconduct of such Agent or Canadian Agent); provided, however, 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 8.08 8.10 shall survive the repayment of the Obligations Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Bank 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) the Agent for such Bank's Commitment Percentage of any expenses and fees incurred by any Agent for the benefit of Secured Parties the Banks under this Agreement Agreement, the Notes and any of the other Loan DocumentsDocu ments, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesBanks, 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) the Agent for such Bank's Commitment Percentage of any expenses of any the Agent incurred for the benefit of the Secured Parties Banks that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.5 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower or the Guarantors (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than the Agents) Lender 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) the Administrative Agent, the Managing Agent, and the Collateral Agent for such Lender's Commitment Percentage of any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders, 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) the Administrative Agent, the Managing Agent and 62 69 the Collateral Agent for such Lender's Commitment Percentage of any expenses of any the Administrative Agent, the Managing Agent and the Collateral Agent incurred for the benefit of the Secured Parties Lenders,or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.05 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Administrative Agent, the Managing Agent, the Collateral Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement Agreement, the Notes or any of the other Loan Documents or any action taken or omitted by it them or any of them under this Agreement Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower or the Guarantors (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party Lender agrees (other than the Agentsa) agrees to (i) reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) each Agent and each Co-Borrowing Base Agent (in such capacities and not solely as a Lender) for such Lender’s Commitment Percentage of any expenses and fees incurred by any such Agent or Co-Borrowing Base Agent for the benefit of Secured Parties the Lenders or any Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Banks, and any other expense incurred in connection with the operations or enforcement thereof in each case not reimbursed by the Loan Parties, Parties and (y) each Agent and each Co-Borrowing Base Agent (in such capacities and not solely as a Lender) for such Lender’s Commitment Percentage of any expenses of any such Agent or Co-Borrowing Base Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Banks that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document SECTION 9.3 and have failed to so reimburse, reimburse and (iib) to indemnify and hold harmless each Agent and each Co-Borrowing Base Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders under this Agreement 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 Secured PartiesLenders, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, Borrower and (y) each Agent for such Lender’s Commitment Percentage of any expenses of any such Agent incurred for the benefit of the Secured Parties Lenders that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement or any of Agreement, the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of Agreement, the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the its gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.07 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender agrees to (i) to reimburse (a) the Agents Agent for such Secured Party’s Lender's pro rata share portion, in accordance with the then outstanding principal amount of the Loans or participations in any Letter of Credit Guaranty and all Obligations held by such Secured Party Letter of (x) Credit Outstandings, of any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrowers and (yb) the Agent for such Lender's pro rata portion, in accordance with the then outstanding principal amount of the Loans or participations in any Letter of Credit Guaranty and all Letter of Credit Outstandings, of any expenses of any the Agent incurred for the benefit of the Secured Parties Lenders that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 13.5 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than Without limiting the Agents) Loan Parties’ obligations hereunder, each Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.07 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders --------------------------------- agrees to (i) to reimburse each of the Agents Administrative Agent and the Waiver Agent in accordance with such Lender's Pro Rata Share of the Total Commitment, for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents Administrative Agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan PartiesBorrower, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) to indemnify and hold harmless each of the Administrative Agent and the Waiver Agent and any of their respective its directors, officers, employees, or agentsAdministrative Agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyaccordance with each 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower (except such as shall have been determined by a court result from its gross negligence or willful misconduct) and (iii) to indemnify and hold harmless the Fronting Bank and any of competent jurisdiction its directors, officers, employees, or another independent tribunal having jurisdiction by final Administrative Agents, on demand, in the amount of its Percentage, from and non-appealable judgment 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 have resulted 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 such the Person to be reimbursed, indemnified or held harmless, as applicable). To the extent indemnification payments made by the Lenders pursuant to this Section 10.6 are subsequently recovered by the Administrative Agent); provided, howeverWaiver Agent or the Fronting Bank from the Borrower, that the unreimbursed expense Administrative Agent, the Waiver Agent, or indemnified loss, claim, damage, liability or related expensethe Fronting Bank, as the case may be, was incurred by or asserted against will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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 any each such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.08 shall survive the repayment of the Obligations and the Other Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders severally agrees to (i) to reimburse the Agents Administrative Agent, in the amount of its proportionate share, for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Credit Facility Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses Operating Partnership or one of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburseits Subsidiaries, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, employees or agents, upon demand (to the extent not reimbursed by the Operating Partnership and without limiting the obligation of the Operating Partnership to do so), ratably according to their respective Commitment Percentages in effect on demandthe date on which indemnification is sought under this Section 10.07 (or, in if indemnification is sought after the Maturity Date, ratably according to the amount of such Secured Party’s pro rata share of all Obligations outstanding Loans held by such Secured Partyeach Lender on the Maturity Date), 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 at any time (including, without limitation, at any time following the payment of the Notes) be imposed on, incurred by, by or asserted against it or any Secured Party them in any way relating to or arising out of this Agreement or Agreement, any of the other Loan Credit Facility Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by it or any of them under this Agreement or in connection with any of the other Loan Documents to foregoing; provided, however, that no Lender shall be liable for the extent not reimbursed by the Loan Parties, including, without limitation, costs payment of any suit initiated by each Agent against any Secured Party (except portion of such as shall have been determined by a court of competent jurisdiction liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted disbursements resulting solely from the gross negligence or willful misconduct 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 suchPerson seeking indemnification. The provisions of agreements in this SECTION 8.08 Section 10.07 shall survive the repayment payment of the Obligations Notes and the termination of the Commitmentsall other amounts payable hereunder.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Party’s pro rata share of all outstanding Obligations held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share Commitment Percentage (or, in the case of all Obligations held by any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Secured PartyLender’s obligations under this SECTION 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s 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 or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct 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 CommitmentsCommitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.08 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 Secured Party Lender agrees (other than the Agentsa) agrees to (i) 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders 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 Commitment Percentage of any expenses of any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.3 and have failed to so reimburse, reimburse and (iib) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent for such Secured PartyLender’s pro rata share Pro Rata Share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburseBorrower, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of accordance with such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyPercentage, 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 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 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs issuance of any suit initiated by each Agent against any Secured Party Letters of Credit or the failure to issue Letters of Credit if such failure or issuance was at the direction of Required Lenders (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agent); providedthe Person to be reimbursed, however, that the unreimbursed expense indemnified or indemnified loss, claim, damage, liability or related expenseheld harmless, as applicable). To the case may beextent indemnification payments made by the Lenders pursuant to this Section 13.6 are subsequently recovered by the Administrative Agent from a Credit Party, was incurred by or asserted against the Administrative Agent will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. (a) Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent for such Secured PartyXxxxxx’s pro rata share Pro Rata Share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof to the extent not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement Borrower or any other Loan Document and have failed to so reimburseCredit Party, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or employees and agents, on demand, ratably in the amount of accordance with such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyPercentage, 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Loan Parties, including, without limitation, costs of Borrower or any suit initiated by each Agent against any Secured other Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agent); providedthe Person to be reimbursed, howeverindemnified or held harmless, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the unreimbursed expense or indemnified lossparty 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, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent shall promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders that paid them.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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 Revolving Commitment Percentage of any expenses and fees incurred by any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, 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 Revolving Commitment Percentage of any expenses of any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyRevolving 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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. (a) Each Secured Party (other than the Agents) Bank agrees to indemnify and defend Agent and to reimburse Agent promptly on request, ratably, except for Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment: (i) reimburse for any amounts (excluding principal and interest on the Agents Loan, loan fees and other amounts owing under Article 2) not reimbursed by Borrower for such Secured Party’s pro rata share which Agent is entitled to reimbursement under the Loan Documents; (ii) for any other expenses incurred by Agent on behalf of all Obligations held the Banks in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including fees of receivers or trustees, court costs, title company charges, filing and recording fees and reasonable attorneys’ fees and costs), if not paid by such Secured Party of Borrower; (xiii) for any expenses and fees incurred by any Agent for on behalf of the benefit of Secured Parties under this Agreement Banks and not paid or reimbursed by Borrower which may be necessary or desirable to preserve and maintain collateral securing any of the other Loan DocumentsObligations or to perfect and maintain perfected the Liens upon such collateral, including, without limitation, counsel fees any advances made to pay taxes or insurance or otherwise to preserve the Lien of the Deed of Trust or to preserve and compensation of agents protect the Project; (iv) for any amounts and employees paid for services rendered other expenses incurred by Agent on behalf of the Secured Parties, and any other expense incurred Banks in connection with any default by any Bank hereunder or under the operations other Loan Documents, if not paid by such Bank; (v) for any expenses incurred by Agent and not paid or enforcement thereof not reimbursed by the Loan Parties, Borrower if Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to its rights and obligations under this Agreement; and (yvi) for any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured 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, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against it or any Secured Party Agent in any way relating to or arising out of this Agreement or any of the other 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 or any of the terms thereof or of any such other Loan Documents to the extent documents, which are not paid or reimbursed by Borrower. Each Bank shall, within five (5) days after a demand therefor, contribute its respective Ratable Share of the Loan Parties, including, without limitation, actual (or estimated) costs and expenses incurred (or to be incurred) by Agent in accordance with the terms of any suit initiated by each Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct 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 suchthis Agreement. The provisions obligations of the Banks under this SECTION 8.08 Section 13.7 shall survive the repayment payment of the Obligations and the termination of the Commitmentsthis Agreement.

Reimbursement and Indemnification. Each Secured Party (a) Several Indemnification by the Institutional Investors. ------------------------------------------------------ The Institutional Investors shall, severally in proportion to the number of Common Units received hereunder, and not jointly and severally, indemnify each of the Purchaser and its Affiliates (including, after the Closing, the Surviving Corporation), and its and their shareholders (other than the AgentsInstitutional Investors), partners, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the "Company Parties") agrees and shall --------------- save and hold each of them harmless against and pay on behalf of or reimburse such Company Party for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing, and taking into account the time cost of money actually expended by the Indemnitee (as defined below) using the prime rate as published by the Wall Street Journal as the discount rate) (collectively, "Losses"), which any such Company Party may suffer, sustain or ------ become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) reimburse any breach of any representation or warranty of the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties Company under this Agreement and Agreement, or in 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed certificates furnished by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse Company pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and Agreement; (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, nonfulfillment or agents, on demand, in the amount of such Secured 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 breach of any kind covenant, agreement or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of other provision by the other Loan Documents or any action taken or omitted by it or any of them Company under this Agreement Agreement; or (iii) any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct of such Agent)Assumed Liabilities; provided, however, that, with respect to any claim for -------- indemnification under clause (i) of this Section 10.02, other than with respect ------------- to breaches of representations and warranties contained in Sections 4.08 (Tax ------------------ Matters) and 4.15 (Environmental and Safety Matters) the Institutional Investors ---------------------------------------------------- shall not have any obligation to indemnify any Company Party from and against any Losses unless and until the Company Parties collectively shall have suffered Losses by reason of all such breaches in excess of $500,000 and then only to the extent such Losses exceed $500,000, and provided further that claims for ---------------- indemnification with respect to breaches of representations and warranties contained in Section ------- 4.15 (Environmental and Safety Matters) may be made without giving effect to any --------------------------------------- disclosures set forth on the Environmental Schedule (i.e., as if there had been ---------------------- no disclosures on such schedule); and provided further that the unreimbursed expense Company Parties ---------------- may only make a claim for indemnification against Assumed Liabilities to the extent that the aggregate amount of Liabilities of the Company and its Subsidiaries arising out of, related to or indemnified losscaused by any Circumstances existing on or prior to the Closing Date, claimor any other state of facts existing on or prior to the Closing Date exceeds the aggregate amount of Liabilities set forth on the Assumed Liabilities Schedule (it being understood that as a result of ---------------------------- such aggregation of Liabilities and the resulting inability to determine whether an increase in any particular Liability set forth on the Assumed Liabilities Schedule will ultimately result in an indemnification obligation of the Institutional Investors, damage, liability or related expense, as notwithstanding 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 Section 10.02(e) the repayment ---------------- Purchaser will only be required to turn over defense of any individual Liability which may be the subject of a claim for indemnification against Assumed Liabilities arising out of a third-party claim if and to the extent that the Institutional Investors agree to pay such claim at the time of their assumption of the Obligations and defense thereof, subject only to the right of the Institutional Investors to be reimbursed for such payment to the extent that it is later determined that the aggregate amount of Assumed Liabilities is less than the amount of such payment plus all other interim payments made by the Institutional Investors in respect of Assumed Liabilities. In the event that the aggregate amount of Assumed Liabilities is less than the amount of all interim payments made by the Institutional Investors in respect of Assumed Liabilities, the Company will provide notice of such overpayment, along with a detailed explanation thereof, to the Institutional Investors promptly after termination of the Commitmentssurvival period for indemnification against Assumed Liabilities.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document SECTION 9.04 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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. (a) Each Secured Party (other than the Agents) Xxxxxx agrees to indemnify and defend Agent and to reimburse Agent promptly on request, ratably: (i) reimburse for any amounts (excluding principal and interest on the Agents Loan and loan fees) not reimbursed by Xxxxxxxx for such Secured Party’s pro rata share which Agent is entitled to reimbursement under the Loan Documents; (ii) for any other expenses incurred by Agent on behalf of all Obligations held the Lenders in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including fees of receivers or trustees, court costs, title company charges, filing and recording fees and reasonable attorneys’ fees and costs), if not paid by such Secured Party of Xxxxxxxx; (xiii) for any expenses and fees incurred by any Agent for on behalf of the benefit of Secured Parties under this Agreement Lenders which may be necessary or desirable to preserve and maintain collateral securing any of the other Loan DocumentsObligations or to perfect and maintain perfected the Liens upon such collateral, including, without limitation, counsel fees any advances made to pay taxes or insurance or otherwise to preserve the Lien of the Mortgage or to preserve and compensation of agents protect the Project; (iv) for any amounts and employees paid for services rendered other expenses incurred by Agent on behalf of the Secured Parties, and any other expense incurred Lenders in connection with any default by any Lender hereunder or under the operations other Loan Documents, if not paid by such Lender; (v) for any expenses incurred by Agent if Agent employs counsel for advice or enforcement thereof other representation (whether or not reimbursed by the Loan Parties, any suit has been or shall be filed) with respect to its rights and obligations under this Agreement; and (yvi) for any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured 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, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against it or any Secured Party Agent in any way relating to or arising out of this Agreement or any of the other 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 or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs terms thereof or of any suit initiated such other documents. Each Lender shall, within five (5) days after a demand therefor, contribute its respective Ratable Share of the actual (or estimated) costs and expenses incurred (or to be incurred) by each Agent against any Secured Party (except such as shall have been determined by a court in accordance with the terms of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct 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 suchthis Agreement. The provisions obligations of the Lenders under this SECTION 8.08 Section 12.7 shall survive the repayment payment of the Obligations and the termination of the Commitmentsthis Agreement.

Reimbursement and Indemnification. Each Secured Party Lender agrees (other than the Agentsa) agrees to (i) reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) the Administrative Agent (in such capacities and not solely as a Lender) for such Lender’s Pro Rata Share of any expenses and fees incurred by any the Administrative Agent for the benefit of Secured Parties the Lenders under this Agreement 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 Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof in each case not reimbursed by the Loan Parties, Parties and (y) the Administrative Agent (in such capacities and not solely as a Lender) for such Lender’s Pro Rata Share of any expenses of any the Administrative Agent incurred for the benefit of the Secured Parties Lenders that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document SECTION 9.3 and have failed to so reimburse, reimburse and (iib) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyPro 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been result from the Administrative Agent’s respective gross negligence or willful misconduct as determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agenta court of competent jurisdiction); 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 Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders 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, Parties and (y) each Agent for such Lender's Commitment Percentage of any expenses of any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower or the other Credit Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan PartiesParties (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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.3 and have has failed to so reimbursereimburse (except as otherwise provided in the Borrower Security Agreement and Guarantor Security Agreement), and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agentsagents (each, an "Indemnified Party"), on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the such Indemnified Party's respective gross negligence negligence, bad faith or willful misconduct of such Agentmisconduct); 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 Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, Parties and (y) each Agent for such Lender’s Commitment Percentage of any expenses of any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement or any of Agreement, the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of Agreement, the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.07 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. 62 - Each Secured Credit Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Credit Party’s pro rata share of all Obligations held by such Secured Party applicable Commitment Percentage of (x) any expenses and fees incurred by any Agent for the benefit of Secured Credit Parties under this 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 Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (y) any expenses of any Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (ii) indemnify and hold harmless each Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s pro rata share of all Obligations held by such Secured Partyapplicable 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 Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Credit Party (except such as shall 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 the gross negligence negligence, bad faith or willful misconduct of such Agent); provided, 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 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 Secured Party (other than the Agents) Lender 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) the Agent for such Lender’s Commitment Percentage of any expenses and fees incurred by any the Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders 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) the Agent for such Lender’s Commitment Percentage of any expenses of any the Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.3 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the its gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.7 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent, the Co-Lead Arrangers and/or the Issuing Bank for such Secured Party’s Lender's pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other 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 Secured PartiesAgents, the Issuing Bank or the Lenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, Borrower and (ii) to indemnify and hold harmless each Agent the 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 Secured Party’s pro rata share of all Obligations held by such Secured PartyLender's 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs issuance of any suit initiated by each Agent against any Secured Party Letters of Credit or the failure to issue Letters of Credit (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct 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); provided, however, that Co-Lead Arranger or the unreimbursed expense or indemnified loss, claim, damage, liability or related expenseIssuing Bank, as the case may be, was incurred 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 asserted against the Issuing Bank from a Credit Party, the Administrative Agent, the Co-Lead Arrangers or the Issuing Bank, as applicable, will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents) agrees to (i) reimburse the Agents and their Affiliates for such Secured Credit Party’s pro rata share of all Obligations held by such Secured Party 's Applicable Percentage of (x) any expenses and fees incurred by any Agent for the benefit of Secured Credit Parties under this 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 Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (y) any expenses of any Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (ii) indemnify and hold harmless each Agent and any of their respective its Affiliates, directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s pro rata share of all Obligations held by such Secured 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 Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each any Agent against any Secured Credit Party (except such as shall 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 the gross negligence negligence, bad faith or willful misconduct of such Agent); providedPROVIDED, howeverHOWEVER, 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 Credit Party in its capacity as such. The provisions of this SECTION 8.08 Reimbursement and Indemnification. shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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) the Agent for such Lender's Commitment Percentage of any expenses and fees incurred by any the Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders 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) the Agent for such Lender's Commitment Percentage of any expenses of any the Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.3 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the its gross 104[104] negligence or willful misconduct of such Agentmisconduct); 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 Section [8.7]8.7 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) LPP agrees to promptly upon demand (i) to reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) the Agent for LPP’s DIP Facility Commitment Percentage of any expenses and fees incurred by any Agent for the benefit of Secured Parties LPP as authorized by LPP under this 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 Secured PartiesLPP, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrowers and (y) the Agent for LPP’s DIP Facility Commitment Percentage of any expenses of any the Agent incurred for the benefit of the Secured Parties LPP that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.05 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents as authorized by LPP or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents as authorized by LPP to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party Lender agrees (other than the Agentsa) agrees to (i) reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) each Agent and each Co-Borrowing Base Agent (in such capacities and not solely as a Lender) for such Lender’s Commitment Percentage of any expenses and fees incurred by any such Agent or Co-Borrowing Base Agent for the benefit of Secured Parties the Lenders or any Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Banks, and any other expense incurred in connection with the operations or enforcement thereof in each case not reimbursed by the Loan Parties, Parties and (y) each Agent and each Co-Borrowing Base Agent (in such capacities and not 101 solely as a Lender) for such Lender’s Commitment Percentage of any expenses of any such Agent or Co-Borrowing Base Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Banks that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document SECTION 9.3 and have failed to so reimburse, reimburse and (iib) to indemnify and hold harmless each Agent and each Co-Borrowing Base Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party Lender severally agrees (other than the Agentsa) agrees to reimburse on demand each Agent (iacting in its capacity as such) reimburse the Agents for such Secured PartyLender’s pro rata share Aggregate Exposure Percentage of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof thereof, not reimbursed by the Loan Parties, Parties and (yb) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agentsits Related Parties, on demand, in the amount of equal to such Secured PartyLxxxxx’s pro rata share of all Obligations held by such Secured PartyAggregate 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties; provided that the indemnification set forth in this clause (b) shall not, includingas to any Agent or its Related Parties, without limitationbe available to the extent that such liabilities, costs of any suit initiated by each Agent against any Secured Party (except such as shall have been obligations, losses, damages, penalties or related expenses are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, however, that the unreimbursed expense Agent or indemnified loss, claim, damage, liability or related expensesuch Related Party, 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 Commitmentsapplicable.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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) the Administrative Agent for such Lender's Commitment Percentage of any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, 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) the Administrative Agent for such Lender's Commitment Percentage of any expenses of any the Administrative Agent incurred for the benefit of the Secured Parties Lenders that the Loan Parties Borrowers and/or the Guarantor have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.5 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its 156 directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers or the Guarantor (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party Lender agrees (other than the Agentsa) agrees to (i) reimburse the Agents on demand each Agent for such Secured PartyLender’s pro rata share Aggregate Exposure Percentage of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, 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 (yb) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agentsits Related Parties, on demand, in the amount of equal to such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyAggregate 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower or the Guarantors (except such as shall have been result from its gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction 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 another independent tribunal having jurisdiction by final the Joint Lead Arrangers and, only with respect to fees and non-appealable judgment to have resulted from expenses incurred in connection with the gross negligence or willful misconduct enforcement of such Agent); providedthe Loan Documents, howeverone local counsel for each relevant jurisdiction, that the unreimbursed expense or indemnified lossand, claimin each case, damage, liability or related expense, as if necessary in the case may beof an actual conflict of interest, was incurred by or asserted against an additional counsel in each 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 Commitmentsapplicable jurisdiction.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent for such Secured PartyLender’s pro rata share Pro Rata Share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburseBorrower, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of accordance with such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyPercentage, 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs issuance of any suit initiated by each Agent against any Secured Party Letters of Credit or the failure to issue Letters of Credit if such failure or issuance was at the direction of Required Lenders (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agent); providedthe Person to be reimbursed, however, that the unreimbursed expense indemnified or indemnified loss, claim, damage, liability or related expenseheld harmless, as applicable). To the case may beextent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent from a Credit Party, was incurred by or asserted against the Administrative Agent will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents and/or the Issuing Bank on demand for such Secured Party’s Lender's pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other 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 Secured PartiesAgents, the Issuing Bank or the Lenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, Borrower and (ii) to indemnify and hold harmless each Agent 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 Secured Party’s pro rata share of all Obligations held by such Secured PartyLender's 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs issuance of any suit initiated by each Agent against any Secured Party Letters of Credit or the failure to issue Letters of Credit (except such as shall have been finally determined by a final order or judgment of a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct 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); provided, however, that Agent or the unreimbursed expense or indemnified loss, claim, damage, liability or related expenseIssuing Bank, as the case may be, was incurred by be insufficient or asserted 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 Secured Party additional indemnity is furnished; provided that in its capacity as suchno 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 provisions Obligations of the Lenders under this SECTION 8.08 Section 9.6 shall survive the repayment of the Obligations and Facility Termination Date, the termination of this Credit Agreement and the Commitmentspayment 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 Secured Party (other than the Agents) Lender 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) the Agent for such Lender's Commitment Percentage of any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrowers and (y) the Agent for such Lender's Commitment Percentage of any expenses of any the Agent incurred for the benefit of the Secured Parties Lenders that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.5 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party Lender agrees (other than the Agentsa) agrees to (i) reimburse the Agents on demand each Agent for such Secured PartyXxxxxx’s pro rata share Aggregate Exposure Percentage of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, 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 (yb) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agentsits Related Parties, on demand, in the amount of equal to such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyAggregate 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents 164 AA (South America) - Exhibit A to Ninth Amendment (Conformed Credit Agreement)#4866-6658-3746v3 or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower or the Guarantors (except such as shall have been result from its gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction 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 another independent tribunal having jurisdiction by final the Joint Lead Arrangers and non-appealable judgment Bookrunners and, only with respect to have resulted from fees and expenses incurred in connection with the gross negligence or willful misconduct enforcement of such Agent); providedthe Loan Documents, howeverone local counsel for each relevant jurisdiction, that the unreimbursed expense or indemnified lossand, claimin each case, damage, liability or related expense, as if necessary in the case may beof an actual conflict of interest, was incurred by or asserted against an additional counsel in each 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 Commitmentsapplicable jurisdiction.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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) the Agent for such Lender’s Commitment Percentage of any expenses and fees incurred by any the Agent for the benefit of Secured Parties the Lenders or the Issuing Banks under this Agreement 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 Secured PartiesLenders or the Issuing Banks, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrowers and (y) the Agent for such Lender’s Commitment Percentage of any expenses of any the Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Banks that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders, Issuing Banks or Acceptance Lenders under this 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 Secured PartiesLenders, Issuing Banks or Acceptance Lenders, 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 any such Agent incurred for the benefit of the Secured Parties Lenders, Issuing Banks or Acceptance Lenders that the Loan Parties have agreed to reimburse pursuant to Section 9.3 of this Agreement or pursuant to any other Loan Document and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents 112 to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.8 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Agent for such Secured Party’s pro rata share Lender's Pro Rata Share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburseBorrower, and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of accordance with such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 against, it or any Secured Party of them in any way relating to or arising out of this Agreement the Fundamental Documents or any of the other Loan Documents related agreement or document, or any action taken or omitted by it or any of them under this Agreement the Fundamental Documents or any of the other Loan Documents related agreement or document, to the extent not reimbursed by or on behalf of the Loan Parties, including, without limitation, costs of Borrower or any suit initiated by each Agent against any Secured other Credit Party (except such as shall have been determined by a court result from its or their gross negligence or willful misconduct), and (iii) to indemnify and hold harmless the Issuing Bank and any of competent jurisdiction its directors, officers, employees, or another independent tribunal having jurisdiction by final agents, on demand, in the amount of its Pro Rata Share, from and non-appealable judgment 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 have resulted 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 such Agent); providedthe Person to be reimbursed, however, that the unreimbursed expense indemnified or indemnified loss, claim, damage, liability or related expenseheld harmless, as applicable). To the case may beextent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Agent from a Credit Party, was incurred by or asserted against the Agent will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Party Without limiting the Loan Parties’ obligations hereunder, each Lender agrees (other than the Agentsa) agrees to reimburse (i) reimburse the Agents each Agent for such Secured PartyLender’s pro rata share Commitment Percentage of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (iib) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct 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.138

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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) the Administrative Agent for such Lender's Commitment Percentage of any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrowers and (y) the Administrative Agent for such Lender's Commitment Percentage of any expenses of any the Administrative Agent incurred for the benefit of the Secured Parties Lenders that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.5 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent and/or the Documentation Agent for such Secured Party’s pro rata share Lender's Pro Rata Share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other 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 Secured PartiesAgents or the Lenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, Borrower and (ii) to indemnify and hold harmless each the Administrative Agent, the Documentation Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of accordance with such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 against, it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Loan Parties, including, without limitation, costs of Borrower or any suit initiated by each Agent against any Secured other Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct as determined by a final order or judgment of such Agent); provideda court of competent jurisdiction of the Person to be reimbursed, however, that the unreimbursed expense indemnified or indemnified loss, claim, damage, liability or related expenseheld harmless, as applicable) and (iii) to indemnify and hold harmless the case 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 bebe imposed on, was incurred by by, or asserted against such Secured Party it or any of them in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment any way relating to or arising out of the Obligations and issuance of any letters of credit or the termination failure to issue letters of credit if such failure or issuance was at the direction of the CommitmentsRequired Revolving Lenders (except 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). 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 Secured Party (other than the Agents) Lender 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 on a pro rata basis for any expenses and fees incurred by any such Agent for the benefit of Secured Parties the Lenders under this Agreement 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 Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (y) each Agent on a pro rata basis for any expenses of any such Agent incurred for the benefit of the Secured Parties Lenders that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.04 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s on a pro rata share of all Obligations held by such Secured Partybasis, 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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct as determined by a final judgment of such Agenta court of competent jurisdiction); 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 Section 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party The Lenders agree to reimburse and indemnify Agent ratably in proportion to their respective Commitments (other than or, if the AgentsCommitments have been terminated, in proportion to their Commitments immediately prior to such termination) agrees (a) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to (i) reimburse reimbursement by a Borrower or Borrowers under the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this Agreement and any of the other Loan Documents, (b) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of any expenses incurred by the Secured Parties, and any other expense incurred Agent in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each dispute between Agent and any Lender or between two or more of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held Lenders) to the extent not already paid by such Secured Party, from the Borrowers and against (c) for 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 Secured Party Agent in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken other document delivered in connection therewith or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, transactions contemplated thereby (including, without limitation, costs for any such amounts incurred by or asserted against Agent in connection with any dispute between Agent and any Lender or between two or more of the Lenders), or the enforcement of any suit initiated of the terms of the Loan Documents or of any such other documents to the extent not already paid by each Agent against the Borrowers, provided that (y) no Lender shall be liable for any Secured Party (except such as shall have been determined of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); providedthe Agent and (z) any indemnification required pursuant to Section 7.4.4 shall, however, that notwithstanding 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 Section 16.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 16.8 shall survive the repayment payment of the Obligations and the Permitted SwapAdditional Obligations and termination of the Commitments.this Agreement. 16.9

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Banks under this Agreement 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 Secured PartiesLenders or the Issuing Banks, 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Banks that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.3 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.8 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than Without limiting the Agents) Loan Parties’ obligations hereunder, each Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this 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 Secured PartiesLenders or the Issuing Bank, 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 any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document SECTION 9.03 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent in accordance with such Lender’s Percentage, for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan PartiesBorrower, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Partyaccordance with each Lender’s pro rata share of all Obligations held by such Secured PartyPercentage, 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 Secured Party of them in any way relating to or arising out of this Agreement any Completion Guarantee, the Fundamental Documents or any of the other Loan Documents related agreement or document, or any action taken or omitted by it or any of them under this Agreement any Completion Guarantee, the Fundamental Documents or any of the other Loan Documents related agreement or document to the extent not reimbursed by the Loan Parties, including, without limitation, costs of Borrower or any suit initiated by each Agent against any Secured other Credit Party (except such as shall have been determined by a court result from its gross negligence or willful misconduct) and (iii) to indemnify and hold harmless the Issuing Bank and any of competent jurisdiction its directors, officers, employees, or another independent tribunal having jurisdiction by final agents, on demand, in the amount of its Percentage, from and non-appealable judgment 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 have resulted 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 such Agent); providedthe Person to be reimbursed, however, that the unreimbursed expense indemnified or indemnified loss, claim, damage, liability or related expenseheld harmless, as applicable). To the case may beextent 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, was incurred by or asserted against the Administrative Agent will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Bank agrees to reimburse and indemnify the Agent (i) reimburse to the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this 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 Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof extent not reimbursed by the Loan Parties, and (yBorrower) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demandratably, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyaccordance 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 Secured Party the Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any of Agreement, the other 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 or any of and the other Loan Documents to the extent that the Agent is not reimbursed for such expenses by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall 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 the gross negligence or willful misconduct 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 CommitmentsBorrower.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Credit Party’s pro rata share of all Obligations held by such Secured Party Commitment Percentage of (x) any expenses and fees incurred by any Agent for the benefit of Secured Credit Parties under this 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 Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (y) any expenses of any Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (ii) indemnify and hold harmless each Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Credit Party (except such as shall 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 the gross negligence or willful misconduct 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 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.Payment in Full. 120

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent in accordance with such Lender's Percentage, for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan PartiesBorrower, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyaccordance with each 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 Secured Party of them in any way relating to or arising out of this Agreement any Completion Guarantee, the Fundamental Documents or any of the other Loan Documents related agreement or document, or any action taken or omitted by it or any of them under this Agreement any Completion Guarantee, the Fundamental Documents or any of the other Loan Documents related agreement or document to the extent not reimbursed by the Loan Parties, including, without limitation, costs of Borrower or any suit initiated by each Agent against any Secured other Credit Party (except such as shall have been determined by a court result from its gross negligence or willful misconduct) and (iii) to indemnify and hold harmless the Issuing Bank and any of competent jurisdiction its directors, officers, employees, or another independent tribunal having jurisdiction by final agents, on demand, in the amount of its Percentage, from and non-appealable judgment 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 have resulted 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 such Agent); providedthe Person to be reimbursed, however, that the unreimbursed expense indemnified or indemnified loss, claim, damage, liability or related expenseheld harmless, as applicable). To the case may beextent 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, was incurred by or asserted against the Administrative Agent will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Party (other than a) The Lenders agree to reimburse and indemnify the Agent, the Co-Syndication Agents, the Arrangers and the Co-Documentation Agents ratably in proportion to the Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Outstanding Credit Exposure) agrees to for any amounts not reimbursed by the Borrower (i) reimburse for which the Agents for such Secured Party’s pro rata share of all Obligations held Agent, any Co-Syndication Agent, any Arranger or any Co-Documentation Agent is entitled to reimbursement by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties Borrower under this Agreement and any of the other Loan Documents, including(ii) for any other expenses incurred by the Agent, without limitationany Co-Syndication Agent, counsel fees and compensation of agents and employees paid for services rendered any Arranger or any Co-Documentation Agent on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or preparation, execution, delivery, administration and enforcement thereof not reimbursed by of the Loan Parties, Documents and (yiii) for any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured 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, expenses or disbursements of any kind or and nature whatsoever which may be imposed on, incurred by, by or asserted against it the Agent, any Co-Syndication Agent, any Arranger or any Secured Party Co-Documentation Agent in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken other document delivered in connection therewith or omitted the transactions contemplated thereby (including for any such amounts incurred by it or asserted against the Agent, any Co-Syndication Agent, any Arranger or any Co-Documentation Agent in connection with any dispute between the Agent, any Co-Syndication Agent, any Arranger any Co-Documentation Agent and any Lender or between two or more of them under this Agreement the Lenders), or the enforcement of any of the other terms of the Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs or of any suit initiated by each Agent against such other documents (collectively, the “Indemnified Costs”); provided that (i) no Lender shall be liable for any Secured Party (except such as shall have been determined portion of the Indemnified Costs that are found in a final non-appealable judgment by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such the party seeking indemnification and (ii) any indemnification required pursuant to Section 3.4 shall, notwithstanding the provisions of this Section 10.9, be paid by the relevant Lender in accordance with the provisions thereof. The failure of any Lender to reimburse the Agent); provided, howeverany Co-Syndication Agent, that the unreimbursed expense any Arranger or indemnified loss, claim, damage, liability or related expenseany Co-Documentation Agent, as the case may be, was incurred promptly upon demand for its Pro Rata Share of any amount required to be paid by the Lenders as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agent, any Co-Syndication Agent, any Arranger or asserted against any Co-Documentation Agent, as the case may be, for its Pro Rata Share of such Secured Party in its capacity amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent, any Co-Syndication Agent, Arranger or Co-Documentation Agent, as suchthe case may be, for such other Lender’s Pro Rata Share of such amount. The provisions obligations of the Lenders under this SECTION 8.08 Section 10.9 shall survive the repayment payment of the Obligations and the termination of the Commitmentsthis Agreement.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Bank 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) the Agent (and the Co-Collateral Monitors) for such Bank’s Total Commitment Percentage of any expenses and fees incurred by any Agent for the benefit of Secured Parties the Banks under this 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 Secured PartiesBanks, 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) the Agent (and the Co-Collateral Monitors) for such Bank’s Total Commitment Percentage of any expenses of any the Agent (or the Co-Collateral Monitors, if any) incurred for the benefit of the Secured Parties Banks that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.05 and have has failed to so reimburse, reimburse and (ii) to indemnify and hold harmless each the Agent and any of their respective its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Partyits 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower or the Guarantors (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Secured Party Lender agrees (other than the Agentsa) agrees to (i) reimburse the Agents on demand each Agent for such Secured PartyXxxxxx’s pro rata share Aggregate Exposure Percentage of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this 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 Secured PartiesLenders, 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 (yb) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agentsits Related Parties, on demand, in the amount of equal to such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyAggregate Exposure Percentage, from and against any and all liabilities, 140 AA (LHR) - Exhibit A to Tenth Amendment (Conformed Credit Agreement) 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Borrower or the Guarantors (except such as shall have been result from its gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction 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 another independent tribunal having jurisdiction by final the Joint Lead Arrangers and non-appealable judgment Bookrunners and, only with respect to have resulted from fees and expenses incurred in connection with the gross negligence or willful misconduct enforcement of such Agent); providedthe Loan Documents, howeverone local counsel for each relevant jurisdiction, that the unreimbursed expense or indemnified lossand, claimin each case, damage, liability or related expense, as if necessary in the case may beof an actual conflict of interest, was incurred by or asserted against an additional counsel in each 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 Commitmentsapplicable jurisdiction.

Reimbursement and Indemnification. Each Secured Party (other than the Agents) Lender 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 any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this Agreement 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 Secured PartiesLenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan PartiesParties (except as otherwise provided in the Security Agreement), and (y) each Agent for such Lender's Commitment Percentage of any expenses of any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.3 and have has failed to so reimbursereimburse (except as otherwise provided in the Security Agreement), and (ii) to indemnify and hold harmless each Agent the Agents and any of their respective directors, officers, employees, or agentsagents (each, an "Indemnified Party"), on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured PartyLender'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 Secured Party of them in any way relating to or arising out of this Agreement 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 Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the such Indemnified Party's respective gross negligence negligence, bad faith or willful misconduct of such Agentmisconduct); 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 Secured Party Lender agrees (other than the Agentsa) agrees to reimburse (i) reimburse the Agents each Agent for such Secured PartyLender’s pro rata share Commitment Percentage of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any such Agent for the benefit of Secured Parties the Lenders or the Issuing Bank under this 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 Secured PartiesLenders or the Issuing Bank, and any other expense incurred in connection with the operations administration or enforcement thereof not reimbursed by the Loan Parties, Parties and (yii) each Agent for such Lender’s Commitment Percentage of any expenses of any such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (iib) to indemnify and hold harmless each Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyCommitment 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agentmisconduct); 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 Section 8.09 shall survive the repayment of the Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent for such Secured PartyLender’s pro rata share Pro Rata Share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburseBorrower, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective its directors, officers, employees, or agents, on demand, in the amount of accordance with such Secured PartyLender’s pro rata share of all Obligations held by such Secured PartyPercentage, 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 other member of the Credit Group (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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs issuance of any suit initiated by each Agent against any Secured Party Letters of Credit or the failure to issue Letters of Credit if such failure or issuance was at the direction of Required Lenders (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agent); providedthe Person to be reimbursed, however, that the unreimbursed expense indemnified or indemnified loss, claim, damage, liability or related expenseheld harmless, as applicable). To the case may beextent indemnification payments made by the Lenders pursuant to this Section 13.6 are subsequently recovered by the Administrative Agent from a Credit Party, was incurred by or asserted against the Administrative Agent will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents) Lenders agrees to (i) to reimburse the Agents Administrative Agent and the Canadian Agent for such Secured Party’s pro rata share Lender's Pro Rata Share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties the Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit or on behalf of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburseBorrower, and (ii) to indemnify and hold harmless each the Administrative Agent and any of their respective 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 Secured Party’s pro rata share failure or issuance was at the direction of all Obligations the Required Lenders (except as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held by such Secured Partyharmless, 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 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 Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of Borrowers or any suit initiated by each Agent against any Secured other Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the its gross negligence or willful misconduct of such misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent); provided, howeverthe Canadian Agent or the Issuing Bank from a Credit Party, that the unreimbursed expense Administrative Agent or indemnified loss, claim, damage, liability or related expensethe Canadian Agent, as the case may be, was incurred by or asserted against will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive previously paid indemnity payments to the repayment of the Obligations and the termination of the CommitmentsLenders.