Common use of Right to Indemnity Clause in Contracts

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoing, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative Agent under the Credit Documents or otherwise in relation to the capacity of the Administrative Agent as such; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (each Agent, Issuing Bank and any sub-agent thereof) and any Related Party of any of the foregoingSwing Line Lender, to the extent that the Administrative Agent (such Agent, Issuing Bank or any sub-agent thereof) or any such Related Party Swing Line Lender shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (such Agent, Issuing Bank or any sub-agent thereof) or any such Related Party Swing Line Lender in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s, Issuing Bank’s Swing Lien Lender’s, as applicable gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent any Agent, Issuing Bank or Swing Line Lenders, for any purpose shall, in the opinion of the Administrative such Agent, Issuing Bank or Swing Line Lender, as applicable, be insufficient or become impaired, the Administrative Agent such Agent, Issuing Bank or Swing Line Lender, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative Agent any Agent, Issuing Bank or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent any Agent, Issuing Bank or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareApplicable Percentage, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share Applicable Percentage thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareApplicable Percentage, severally severally, agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingL/C Issuer, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party the L/C Issuer shall not have been reimbursed by any Credit PartyParty (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by by, or asserted against against, the Administrative Agent (or any sub-agent thereof) or any such Related Party the L/C Issuer in exercising the its powers, rights and remedies, remedies or performing its duties hereunder or under the dutiesother Credit Documents or otherwise, of in its capacity as the Administrative Agent under or the L/C Issuer in any way relating to or arising out of this Agreement or the other Credit Documents or otherwise in relation to the capacity of the Administrative Agent as suchDocuments; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or the L/C Issuer’s, as applicable, gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent or the L/C Issuer for any purpose shall, in the opinion of the Administrative AgentAgent or the L/C Issuer, be insufficient or become impaired, the Administrative Agent or the L/C Issuer may call for additional indemnity and cease, or not commence, to do the acts indemnified against against, until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative Agent or the L/C Issuer against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share Applicable Percentage thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent or the L/C Issuer against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent and their respective Related Parties (and any sub-agent thereof) and any each, an “Indemnitee Related Party of any of the foregoingParty”), to the extent that the Administrative Agent (or any sub-agent thereof) or any such Indemnitee Related Party shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Indemnitee Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Indemnitee Related Party in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE RELATED PARTY; provided that provided, (x) no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agentsuch Indemnitee Related Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment order, and (y) the unreimbursed liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) in its capacity as such, or against any Indemnitee Related Party of a court any of competent jurisdictionthe foregoing acting for such Agent (or any such sub-agent) in connection with such capacity. If any indemnity furnished to the Administrative Agent any Indemnitee Related Party for any purpose shall, in the opinion of the Administrative Agentsuch Indemnitee Related Party, be insufficient or become impaired, the Administrative Agent such Indemnitee Related Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent any Indemnitee Related Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderLxxxxx’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent any Indemnitee Related Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, The Administrative Agent shall be fully justified in proportion failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its Pro Rata Share, severally agrees satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Partythe Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative Agent under the Credit Documents or otherwise in relation to the capacity of the Administrative Agent as such; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence of any kind and nature whatsoever which may be imposed on, incurred by or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to asserted against the Administrative Agent for as agent in any purpose shallway relating to or arising out of this Agreement, in the opinion Notes or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the Administrative Agent, be insufficient terms hereof or become impaired, the Administrative Agent may call for additional indemnity and cease, thereof or not commence, to do the acts indemnified against until of any such additional indemnity is furnishedother documents; provided that in no event shall this sentence require any Lender to indemnify the Administrative Agent against any such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify results from the Administrative Agent against any liabilityAgent’s gross negligence or willful misconduct; provided, obligationhowever, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (orthat, in the event at the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this Agreement, the Administrative Agent shall remit to the Lenders the amount of such time all costs and expenses to the Commitments shall have terminated and all extent subsequently paid by the Loans shall have been repaid Borrower, such remittance to be in full, as accordance with the proportionate amount of the time most recently prior thereto determined indemnification made by the Administrative Agent)each respective Lender.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each Related Party of any of the foregoingthereof, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees fees, expenses and disbursements other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the dutiesduties and functions, of the Administrative such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to the its capacity of the Administrative Agent as suchan Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.069.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agentwhen any Loans or Commitments remained outstanding).

Right to Indemnity. Each LenderPurchaser, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Collateral Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents of Collateral Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach, an “Indemnitee Agent Party”), to the extent that the Administrative such Indemnitee Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Note Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Indemnitee Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Note Documents or otherwise in relation its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the capacity other Note Documents, in all cases, whether or not caused by or arising, in whole or in part, out of the Administrative comparative, contributory, or sole negligence of such Indemnitee Agent as suchParty; provided that provided, no Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agentsuch Indemnitee Agent Party’s gross negligence negligence, bad faith, or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment of a court of competent jurisdictionorder. If any indemnity furnished to the Administrative any Indemnitee Agent Party for any purpose shall, in the opinion of the Administrative Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the Administrative such Indemnitee Agent Party 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 Purchaser to indemnify the Administrative any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderPurchaser’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender Purchaser to indemnify the Administrative any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (each Agent, Issuing Lender and any sub-agent thereof) and any Related Party of any of the foregoingSwing Line Lender, to the extent that the Administrative Agent (such Agent, Issuing Lender or any sub-agent thereof) or any such Related Party Swing Line Lender shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including legal counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (such Agent, Issuing Lender or any sub-agent thereof) or any such Related Party Swing Line Lender in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s, Issuing Lender’s or Swing Line Lender’s, as applicable, gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent any Agent, Issuing Lender or Swing Line Lender, for any purpose shall, in the opinion of the Administrative such Agent, Issuing Lender or Swing Line Lender, as applicable, be insufficient or become impaired, the Administrative Agent such Agent, Issuing Lender or Swing Line Lender, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative Agent any Agent, Issuing Lender or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent any Agent, Issuing Lender or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoing, to To the extent that the Company for any reason fails to indefeasibly pay any amount required under Section 13.12 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyAgent, for its directors, officers, agents, employees, attorneys and Affiliates, each Bank shall, ratably in accordance with its Pro Rata Share of the Commitment, indemnify and hold the Administrative Agent, its directors, officers, agents, employees, attorneys and Affiliates harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counsel) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees and disbursements) that may be imposed on, incurred by or asserted against them in any way relating to or arising out of the Administrative Agent Loan Documents (or any sub-agent thereofother than losses incurred by reason of the failure of the Borrowers to pay the Obligations represented by the Loan Documents) or any such Related Party in exercising the powers, rights and remedies, action taken or performing the duties, of the not taken by it as Administrative Agent under the Credit Documents or otherwise in relation to the capacity of the Administrative Agent thereunder, except such as such; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting result from the Administrative Agent’s its own gross negligence or willful misconduct. Without limitation on the foregoing, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to each Bank shall reimburse the Administrative Agent upon demand for that Bank’s ratable share of any purpose shallcost or expense incurred by the Administrative Agent in connection with the negotiation, preparation, execution, delivery, amendment, waiver, restructuring, reorganization (including a bankruptcy reorganization), enforcement or attempted enforcement of the Loan Documents, to the extent that the Company or any other party is required by Section 13.3 to pay that cost or expense but fails to do so upon demand. Nothing in this Section shall entitle the opinion Administrative Agent to recover any amount from the Banks if and to the extent that such amount has theretofore been recovered from the Company or any of its Subsidiaries. The undertaking in this Section shall survive termination of the Commitment, the payment of all other Obligations and the resignation of the Administrative Agent, be insufficient or become impaired, the Administrative Agent 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each Related Party of any of the foregoingthereof, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counsel) or disbursements Indemnified Liabilities of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative Agent under the Credit Documents or otherwise in relation to the its capacity of the Administrative Agent as such; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction; provided further that no action taken in accordance with the directions of the Requisite Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.6. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the first proviso (but subject to the second proviso) in the immediately preceding sentence. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.6 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its Pro Rata Share of any costs or out-of-pocket expenses (with respect to the fees and expenses of counsel, limited to such fees, expenses and disbursements of counsel to the Agents for which the Agents are entitled payment or reimbursement from any Borrower under Section 10.2 or 10.3) incurred by the Administrative Agent or the Collateral Agent, as the case may be, 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, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed for such expenses by or on behalf of the Credit Parties; provided that such reimbursement by the Lenders shall not affect the Credit Parties’ continuing reimbursement obligations with respect thereto. For purposes of this Section 8.069.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined when any Loans or Commitments remained outstanding). Each Lender hereby authorizes the Administrative Agent and Collateral Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent or the Collateral Agent to such Lender from any source against any amount due to the Administrative Agent or the Collateral Agent under this Section 9.6. The undertaking in this Section 9.6 shall survive termination of the Commitments, the payment of all other Obligations and the resignation and/or replacement of the Administrative Agent or the Collateral Agent), as the case may be.

Right to Indemnity. Each LenderBank, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyParty (and without limiting the Borrowers’ obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender Bank to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderBank’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender Bank to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Fronted LC Issuing Bank, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party Fronted LC Issuing Bank shall not have been reimbursed by any Credit Partythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party Fronted LC Issuing Bank in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent or as a Fronted LC Issuing Bank in any way relating to or arising out of this Agreement or the capacity of the Administrative other Loan Documents (including for any such amounts incurred by or asserted against such Agent as suchor such Fronted LC Issuing Bank in connection with any dispute between such Agent or such Fronted LC Issuing Bank and any Lender or between two or more Lenders); provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative such Agent’s or such Fronted LC Issuing Bank’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent or any Fronted LC Issuing Bank for any purpose shall, in the opinion of the Administrative Agentsuch Agent or such Fronted LC Issuing Bank, be insufficient or become impaired, the Administrative such Agent or such Fronted LC Issuing Bank 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, The Administrative Agent shall be fully justified in proportion failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its Pro Rata Share, severally agrees satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Partythe Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative Agent under the Credit Documents or otherwise in relation to the capacity of the Administrative Agent as such; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence of any kind and nature whatsoever which may be imposed on, incurred by or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to asserted against the Administrative Agent for as agent in any purpose shallway relating to or arising out of this Agreement, in the opinion Notes or any other documents contemplated by or referred to herein or the Transactions (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the Administrative Agent, be insufficient terms hereof or become impaired, the Administrative Agent may call for additional indemnity and cease, thereof or not commence, to do the acts indemnified against until of any such additional indemnity is furnishedother documents; provided that in no event shall this sentence require any Lender to indemnify the Administrative Agent against any such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify results from the Administrative Agent against any liabilityAgent’s gross negligence or willful misconduct; provided, obligationhowever, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (orthat, in the event at the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this Agreement, the Administrative Agent shall remit to the Lenders the amount of such time all costs and expenses to the Commitments shall have terminated and all extent subsequently paid by the Loans shall have been repaid Borrower, such remittance to be in full, as accordance with the proportionate amount of the time most recently prior thereto determined indemnification made by the Administrative Agent)each respective Lender.

Right to Indemnity. Each Lender, Lender severally in proportion to accordance with its Pro Rata Share, severally Applicable Percentage agrees to indemnify each Agent and each Issuing Lender and the Administrative Agent (officers, directors, employees, agents and any sub-agent thereof) advisors and any Related Party affiliates of any each of the foregoing, them to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party Issuing Lender shall not have been reimbursed by any Credit Partythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or Issuing Lender in performing its duties hereunder or under the Administrative Agent (Notes or any sub-agent thereof) Letter of Credit or in any such Related Party in exercising the powers, rights and remedies, way relating to or performing the duties, arising out of the Administrative Agent under the Credit Documents or otherwise in relation to the capacity of the Administrative Agent as suchthis Agreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative an Agent’s gross negligence or willful misconduct, as determined by ; provided further that nothing in this Section 8.04 shall affect any right that a final, non-appealable judgment of a court of competent jurisdictionLender may have against an Issuing Lender under Section 2.12(f)(ii). If any indemnity furnished to the Administrative an Agent or Issuing Lender for any purpose shall, in the opinion of the Administrative Agentsuch Agent or Issuing Lender, be insufficient or become impaired, the Administrative such Agent or Issuing Lender 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingIssuing Bank, to the extent that such Agent or the Administrative Agent (or any sub-agent thereof) or any such Related Party Issuing Bank shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or the Administrative Agent (or any sub-agent thereof) or any such Related Party Issuing Bank in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or the Administrative AgentIssuing Bank’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent or the Administrative Agent Issuing Bank for any purpose shall, in the opinion of such Agent or the Administrative AgentIssuing Bank, be insufficient or become impaired, such Agent or the Administrative Agent Issuing Bank may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify any Agent or the Administrative Agent 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; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify any Agent or the Administrative Agent Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Shareapplicable Commitment, severally agrees to indemnify the Administrative each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees, representatives and agents of each Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach, an “Indemnitee”), to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party Indemnitee shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party Indemnitee in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Indemnitee in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AGENT; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agentsuch Indemnitee’s bad faith, gross negligence or willful misconduct, misconduct as determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction in a final, nonappealable order. If any indemnity furnished to the Administrative Agent any Indemnitee for any purpose shall, in the opinion of the Administrative Agentsuch Indemnitee, be insufficient or become impaired, the Administrative Agent such Indemnitee may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent any Indemnitee against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereofCommitment proportion; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent any Indemnitee against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach, an “Indemnitee Agent Party”), to the extent that the Administrative such Indemnitee Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Indemnitee Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity other Credit Documents, in all cases, whether or not caused by or arising, in whole or in part, out of the Administrative negligence of such Indemnitee Agent as suchParty; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agentsuch Indemnitee Agent Party’s gross negligence or willful misconduct, misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Indemnitee Agent Party for any purpose shall, in the opinion of the Administrative Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the Administrative such Indemnitee Agent Party 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 the Administrative any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that that, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting to the extent they are found in a final, nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that that, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that that, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties 125 hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, misconduct as determined by a final, final non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation to the its capacity of the as Administrative Agent as suchin any way relating to or arising out of this Agreement or the other Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by a final, court of competent jurisdiction by final and non-appealable judgment of a court of competent jurisdictionjudgment. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each Related Party of any of the foregoingthereof, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees fees, expenses and disbursements other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the dutiesduties and functions, of the Administrative such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to the its capacity of the Administrative Agent as suchan Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.069.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agentwhen any Loans or Commitments remained outstanding).

Right to Indemnity. Each LenderThe Lenders, in proportion to its their respective Pro Rata Shares (calculated as determined under the definition of “Pro Rata Share” with the Revolving Loan Exposure of any Defaulting Lender excluded from the denominator), severally agrees and not jointly agree to indemnify the Administrative each Agent (and including any sub-agent thereofof Administrative Agent) and any Related Party of any of the foregoingIssuing Lender and their respective Affiliates and their and their respective Affiliates’ respective officers, directors, employees, agents, trustees, attorneys and professional advisors to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party Person shall not have been reimbursed by any Credit PartyCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements and fees and disbursements of counselany financial advisor engaged by Agents or the Issuing Lender) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against an Agent, the Administrative Agent (Issuing Lender or any sub-agent thereof) or any such Related Party other Person in exercising the powers, rights and remediesremedies of an Agent or Issuing Lender, as the case may be, or performing duties of an Agent or Issuing Lender, as the dutiescase may be, of the Administrative Agent hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as Agent or Issuing Lender, as applicable, in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from the Administrative such Agent’s gross negligence or willful misconduct, misconduct as determined by a final, non-appealable final and nonappealable judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent, the Administrative Agent Issuing Lender, or any other such Person for any purpose shall, in the opinion of such Agent or the Administrative AgentIssuing Lender, as the case may be, be insufficient or become impaired, such Agent or the Administrative Agent Issuing Lender 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 . All amounts due under this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” subsection 9.4 shall be determined as of the time that the applicable indemnity payment is sought payable not later than ten (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent)10) Business Days after demand therefore.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each LenderNoteholder, in proportion to its Pro Rata ShareShare at the time any claim therefor is made, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingCollateral Agent, to the extent that the Administrative Collateral Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Note Party (but without limiting any Note Party’s reimbursement obligations), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Collateral Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Note Documents or otherwise in relation its capacity as Collateral Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Note Documents; provided that provided, no Lender Noteholder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Collateral Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment misconduct or breach of a court of competent jurisdictionthis Agreement or any Note Document. If any indemnity furnished to the Administrative Collateral Agent for any purpose shall, in the opinion of the Administrative Collateral Agent, be insufficient or become impaired, the Administrative Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender Noteholder to indemnify the Administrative Collateral Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderNoteholder’s Pro Rata Share thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender Noteholder to indemnify the Administrative Collateral Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each LenderNoteholder, in proportion to its Pro Rata Sharepercentage ownership of the outstanding Notes, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingCollateral Agent, to the extent that the Administrative Collateral Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Partythe Grantor, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements of counseldisbursements) or and disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Collateral Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Collateral Documents or otherwise in relation its capacity as the Collateral Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Collateral Documents; provided provided, that no Lender Noteholder shall be liable for any portion of or such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Collateral Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Collateral Agent for any purpose shall, in the opinion of the Administrative Collateral Agent, be insufficient or become impaired, the Administrative Collateral Agent 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 Noteholder to indemnify the Administrative Collateral Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; Noteholder's percentage ownership of the outstanding Notes and provided further that this sentence shall not be deemed to require any Lender Noteholder to indemnify the Administrative Collateral Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each Related Party of any of the foregoingthereof, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees fees, expenses and disbursements other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the dutiesduties and functions, of the Administrative such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to the its capacity of the Administrative Agent as suchan Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.068.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Term Loan Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agentwhen any Loans or Term Loan Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, misconduct (as determined by a final, court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictiondecision). If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent, Collateral Agent (and any sub-agent thereof) Issuing Lender and any Related Party each of any of the foregoingtheir officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party Person shall not have been reimbursed by any Credit PartyCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of counselany financial advisor engaged by Administrative Agent, Collateral Agent or Issuing Lender) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent, Collateral Agent (or any sub-agent thereof) Issuing Lender, in their capacities as such, or any such Related Party other Person in exercising the their powers, rights and remedies, remedies hereunder or performing the duties, of the Administrative Agent their duties hereunder or under the Credit other Loan Documents or otherwise in relation their capacities as Administrative Agent, Collateral Agent or Issuing Lender, as applicable, in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the of Administrative Agent, Collateral Agent or Issuing Lender resulting solely from such Person’s gross negligence or willful misconduct, misconduct as determined by a final, non-appealable final judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent, Collateral Agent or Issuing Lender or any other such Person for any purpose shall, in the opinion of the Administrative Agent, Collateral Agent or Issuing Lender, as applicable, be insufficient or become impaired, Administrative Agent, Collateral Agent or Issuing Lender, as the Administrative Agent 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareApplicable Percentage, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Borrower Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and compensation of counselagents and employees paid for services rendered on behalf of the Lenders) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share Applicable Percentage thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any Related Party of any of the foregoing, Issuing Bank to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party Issuing Bank shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party Issuing Bank in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Facility Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Facility Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s or Issuing Bank’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent or Issuing Bank for any purpose shall, in the opinion of the Administrative Agent, such Agent or Issuing Bank be insufficient or become impaired, the Administrative such Agent or Issuing Bank 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 the Administrative any Agent or 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; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent or Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent and their respective Related Parties (and any sub-agent thereof) and any each, an “Indemnitee Related Party of any of the foregoingParty”), to the extent that the Administrative Agent (or any sub-agent thereof) or any such Indemnitee Related Party shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Indemnitee Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Indemnitee Related Party in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE RELATED PARTY; provided that provided, (x) no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agentsuch Indemnitee Related Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment order, and (z) the unreimbursed liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) in its capacity as such, or against any Indemnitee Related Party of a court any of competent jurisdictionthe foregoing acting for such Agent (or any such sub-agent) in connection with such capacity. If any indemnity furnished to the Administrative Agent any Indemnitee Related Party for any purpose shall, in the opinion of the Administrative Agentsuch Indemnitee Related Party, be insufficient or become impaired, the Administrative Agent such Indemnitee Related Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent any Indemnitee Related Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent any Indemnitee Related Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each Related Party of any of the foregoingthereof, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees fees, expenses and disbursements other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party (i) in exercising the powers, rights and remedies, or performing the dutiesduties and functions, of the Administrative such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to the its capacity as an Agent or (ii) for any action taken in connection with any of the Administrative Agent as suchCredit Documents, including, by not limited to, the payment or principal, interest and fees; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.069.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agentwhen any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each of its Related Party of any of the foregoingParties, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such of its Related Party Parties shall not have been reimbursed by any Credit PartyParty under Section 10.2 hereunder of, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as such; provided that other Credit Documents provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence negligence, willful misconduct or willful misconduct, bad faith as determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction by a final and nonappealable judgment. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, The Administrative Agent shall be fully justified in proportion failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its Pro Rata Share, severally agrees satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Partythe Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative Agent under the Credit Documents or otherwise in relation to the capacity of the Administrative Agent as such; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence of any kind and nature whatsoever which may be imposed on, incurred by or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to asserted against the Administrative Agent for as agent in any purpose shallway relating to or arising out of this Agreement, in the opinion Notes or any other documents contemplated by or referred to herein or the Transactions (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the Administrative Agent, be insufficient terms hereof or become impaired, the Administrative Agent may call for additional indemnity and cease, thereof or not commence, to do the acts indemnified against until of any such additional indemnity is furnishedother documents; provided that in no event shall this sentence require any Lender to indemnify the Administrative Agent against any such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify results from the Administrative Agent against any liabilityAgent’s gross negligence or willful misconduct (to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment); provided, obligationhowever, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (orthat, in the event at the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this Agreement, the Administrative Agent shall remit to the Lenders the amount of such time all costs and expenses to the Commitments shall have terminated and all extent subsequently paid by the Loans shall have been repaid Borrower, such remittance to be in full, as accordance with the proportionate amount of the time most recently prior thereto determined indemnification made by the Administrative Agent)each respective Lender.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareApplicable Percentage, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Issuing Bank, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party Issuing Bank shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party Issuing Bank in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent or such Issuing Bank in any way relating to or arising out of this Agreement, any Letter of Credit or the capacity of the Administrative Agent as suchother Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s or such Issuing Bank’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.02) shall constitute gross negligence or willful misconduct). If any indemnity furnished to the Administrative any Agent or any Issuing Bank for any purpose shall, in the opinion of the Administrative Agentsuch Agent or such Issuing Bank, be insufficient or become impaired, the Administrative such Agent or such Issuing Bank 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 the Administrative any Agent or any 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 Applicable Percentage thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent or any Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation to the its capacity of the as Administrative Agent as suchin any way relating to or arising out of this Agreement or the other Loan Documents; provided PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent 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 the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s 's Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally (and not jointly) agrees to indemnify the Administrative Agent and its stockholders, directors, officers, employees, agents, attorneys and Affiliates (and any sub-agent thereof) and any Related Party of any of the foregoingeach an "Indemnified Agent Person"), to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Indemnified Agent (or any sub-agent thereof) or any such Related Party Person in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as the Agent in any way relating to or arising out hereof or in connection with the capacity of the Administrative Agent as suchCredit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, further, in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s 's Pro Rata Share thereof; , and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingDepositary, to the extent that such Agent or the Administrative Agent (or any sub-agent thereof) or any such Related Party Depositary, as the case may be, shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or the Administrative Agent (or any sub-agent thereof) or any such Related Party Depositary, as the case may be, in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent or the Depositary, as the case may be, in any way relating to or arising out of this Agreement or the capacity other Loan Documents and including, for the avoidance of doubt, any Indemnified Liabilities of the Administrative Agent or the Depositary, as suchthe case may be; provided that provided, no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or the Administrative AgentDepositary’s gross negligence or willful misconduct, misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment of a court of competent jurisdictionjudgment. If any indemnity furnished to any Agent or the Administrative Agent Depositary, as the case may be, for any purpose shall, in the opinion of such Agent or the Administrative AgentDepositary, be insufficient or become impaired, such Agent or the Administrative Agent Depositary, 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 provided, in no event shall this sentence require any Lender to indemnify any Agent or the Administrative Agent Depositary, as the case may be, against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent or the Administrative Agent Depositary, as the case may be, against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoing, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation to the its capacity of the as Administrative Agent as suchin any way relating to or arising out of this Agreement or the other Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each LenderBank severally agrees to reimburse and indemnify, in proportion defend and save the Agent proportionately to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any Share of the foregoing, Commitment (to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by the Borrower and/or any Credit PartySubsidiary and without limiting the obligation of the Borrower to do so), for harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements disbursements, including, to the extent the Borrower is obligated to pay such amounts under Section 9.08, the allocated costs of counselstaff counsel and costs of appraisers) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (in performing its duties hereunder or in any sub-agent thereof) way relating to or arising out of any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative Agent under the Credit Documents or otherwise in relation to the capacity of the Administrative Agent as suchLoan Document; provided that no Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's gross negligence or willful misconduct; and provided further that, as determined in the event that, after a Bank has made a payment to the Agent in connection with such indemnification obligation, the Agent receives payment from or on behalf of the Borrower and/or any Subsidiary for such obligation, the Agent shall reimburse such Bank an amount equal to its Pro Rata Share of such amount received from the Borrower and/or and Subsidiary. In addition, each Bank agrees promptly upon demand to reimburse the Agent (to the extent not reimbursed by a finalthe Borrower and without limiting the obligation of the Borrower to do so) in proportion to its Pro Rata Share for all amounts due and payable by the Borrower to the Agent in connection with the agent's periodic examination of the Loan Parties' books, non-appealable judgment of a court of competent jurisdictionrecords and business properties under Section 5.01(e). If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any Related Party of any and, in respect of the foregoingCollateral Agent, severally agrees to indemnify such Agent in proportion to its ratable share of the Secured Obligations (as defined under the Pledge and Security Agreement)), to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilitiesIndemnified Liabilities; provided, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative Agent under the Credit Documents or otherwise in relation to the capacity of the Administrative Agent as such; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnified Liabilities resulting from the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by a final, court of competent jurisdiction by final and non-appealable judgment judgment; provided further that no action taken in accordance with the directions of a court the Requisite Lenders (or such other number or percentage of competent jurisdiction. the Lenders (including, if applicable, the Initial Lender Representative) as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.06 If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the first proviso in the immediately preceding sentence (subject to the second proviso to such sentence). Without limitation of the foregoing provisions of this Section 9.06, each Lender shall reimburse the Administrative Agent upon presentation of an invoice for its Pro Rata Share of any reasonable costs or out-of-pocket expenses (including reasonable and documented legal fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Credit Parties; provided that such reimbursement by the Lenders shall not affect the Credit Parties’ continuing reimbursement obligations with respect thereto. For purposes of this Section 8.069.06, “the respective Pro Rata Share” Shares of the Lenders shall be determined as of the time that the applicable indemnity payment or unreimbursed amount is sought (or, in or if such indemnity payment or unreimbursed amount is sought after the event at such time all the Commitments shall have terminated and all date on which the Loans shall have been repaid paid in full, as of in accordance with their respective Pro Rata Shares immediately prior to the date on which the Loans are paid in full). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time most recently prior thereto determined owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to such Lender from any source against any amount due to the Administrative Agent under this Section 9.06. The undertaking in this Section 9.06 shall survive the payment of all Obligations and the resignation and/or replacement of the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any Related Party of any of the foregoing, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against 182 any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any Related Party of any of the foregoing, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative such Agent under the Credit Documents or otherwise in relation to the its capacity of the Administrative Agent as suchan Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative any Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative an Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.069.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agentwhen any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of 100 [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated Securities and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent)Exchange Commission.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation to the its capacity of as the Administrative Agent as suchin any way relating to or arising out of this Agreement or the other Loan Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each of Agent, Syndication Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Arranger, to the extent that the Administrative Agent (Agent, Syndication Agent, or any sub-agent thereof) or any such Related Party Arranger shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent, Syndication Agent (or any sub-agent thereof) such Arranger in performing its duties hereunder or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative Agent under the Credit other Loan Documents or otherwise in relation its capacity as Agent, Syndication Agent or Arranger, as the case may be, in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's, Syndication Agent's or such Arranger's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to Agent, Syndication Agent or either Arranger, as the Administrative Agent case may be, for any purpose shall, in the opinion of Agent, Syndication Agent or such Arranger, as the Administrative Agentcase may be, be insufficient or become impaired, the Administrative Agent, Syndication Agent or such Arranger 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each LenderThe Administrative Agent shall be fully justified in failing or refusing to take any action hereunder, in proportion under any other Loan Document or under any agreement executed and delivered pursuant to the terms hereof or thereof unless it shall first be indemnified (upon requesting such indemnification) to its Pro Rata Share, severally agrees satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Partythe Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative Agent under the Credit Documents or otherwise in relation to the capacity of the Administrative Agent as such; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence of any kind and nature whatsoever which may be imposed on, incurred by or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to asserted against the Administrative Agent for as agent in any purpose shallway relating to or arising out of this Agreement, in the opinion Notes, the other Loan Documents or any other documents contemplated by or referred to herein or therein or the Transactions (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the Administrative Agent, be insufficient terms hereof or become impaired, the Administrative Agent may call for additional indemnity and cease, thereof or not commence, to do the acts indemnified against until of any such additional indemnity is furnishedother documents; provided that in no event shall this sentence require any Lender to indemnify the Administrative Agent against any such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lenderresults from the Administrative Agent’s Pro Rata Share thereofgross negligence or willful misconduct; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liabilityprovided, obligationfurther, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (orthat, in the event at the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this Agreement, the Administrative Agent shall remit to the Lenders the amount of such time all costs and expenses to the Commitments shall have terminated and all extent subsequently paid by the Loans shall have been repaid Borrower, such remittance to be in full, as accordance with the proportionate amount of the time most recently prior thereto determined indemnification made by the Administrative Agent)each respective Lender.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by the Borrower to the full extent required by this Agreement or any Credit Partyother Loan Document, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation to the its capacity of the as Administrative Agent as suchin any way relating to or arising out of this Agreement or the other Loan Documents; provided that (a) no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, misconduct and (b) no Lender shall be liable for the payment of any portion of an Indemnified Liability pursuant to this Section 9.4 unless such Indemnified Liability was incurred by the Administrative Agent in its capacity as determined such or by a final, non-appealable judgment of a court of competent jurisdictionanother Person acting for the Administrative Agent in such capacity. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each LenderPurchaser, in proportion to its the pro rata share of the principal amount of Notes purchased by it on the date hereof ("Pro Rata Share"), severally agrees to indemnify the Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees, auditors, controlling persons and agents (each, an "Indemnitee Agent (and any sub-agent thereof) and any Related Party of any of the foregoingParty"), to the extent that the Administrative such Indemnitee Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyGrantor, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Indemnitee Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Transaction Documents or otherwise in relation its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Transaction Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided provided, that no Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s such Indemnitee Agent Party's gross negligence or willful misconduct, as determined misconduct to the extent that such have been found by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Indemnitee Agent Party for any purpose shall, in the opinion of the Administrative Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the Administrative such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against unless and until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender Purchaser to indemnify the Administrative any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Purchaser's Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender Purchaser to indemnify the Administrative any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Shareon a pro rata basis, severally agrees to indemnify the Administrative Agent (Agent, L/C Issuer and any sub-agent thereof) and any Related Party of any of the foregoingSwing Line Lender, to the extent that the Administrative Agent (Agent, L/C Issuer or any sub-agent thereof) or any such Related Party Swing Line Lender shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (Agent, L/C Issuer or any sub-agent thereof) or any such Related Party Swing Line Lender in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation to the its capacity of as the Administrative Agent as suchin any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s, as applicable, gross negligence or willful misconduct, as determined by a final, court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictionjudgment. If any indemnity furnished to the Administrative Agent Agent, L/C Issuer or Swing Line Lenders for any purpose shall, in the opinion of the Administrative Agent, L/C Issuer or Swing Line Lender, as applicable, be insufficient or become impaired, the Administrative Agent Agent, L/C Issuer or Swing Line Lender, as applicable, 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 the Administrative Agent Agent, L/C Issuer or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share pro rata share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent Agent, L/C Issuer or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent, Issuing Bank, their respective Affiliates and their respective officers, partners, directors, trustees, employees, attorneys-in-fact, administrators, managers, advisors, representatives and agents of Administrative Agent and its Affiliates, as applicable (and any sub-agent thereof) and any Related Party of any of the foregoingeach, an “Indemnitee Agent Party”), to the extent that the Administrative such Indemnitee Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits or other proceedings, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may at any time be imposed on, incurred by or asserted against such Indemnitee Agent Party (collectively, the Administrative Agent (or any sub-agent thereof“Indemnified Costs”) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnified Costs resulting from the Administrative Agentsuch Indemnitee Agent Party’s gross negligence or willful misconduct, misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment order (provided, however, that no action taken in accordance with the direction of a court the Requisite Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of competent jurisdictionthis Section 9.06). Without limitation of the foregoing, each Lender agrees to promptly reimburse each Indemnitee Agent Party promptly upon demand for its Pro Rata Share of any costs and expenses (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) (including, without limitation, reasonable fees and expenses of counsel) payable by Borrowers under Section 10.02, to the extent that such Indemnitee Agent Party is not promptly reimbursed for such costs and expenses by the Borrower Representative (provided that such reimbursement by the Lenders pursuant to this Section 9.06 shall not affect the Borrowers’ continuing reimbursement obligations with respect thereto). If any indemnity furnished to the Administrative any Indemnitee Agent Party for any purpose shall, in the opinion of the Administrative Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the Administrative such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement Indemnified Costs in excess of such LenderXxxxxx’s Pro Rata Share thereof; and provided further that . In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this sentence shall not be deemed to require Section 9.06 applies whether any such investigation, litigation or proceeding is brought by any Lender to indemnify the Administrative Agent against or any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent)other Person.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Shareon a pro rata basis, severally agrees to indemnify the Administrative Agent (Agent, L/C Issuer, Swing Line Lender and any sub-agent thereof) and any Related Party of any of the foregoingForeign Currency Lender, to the extent that the Administrative Agent (Agent, L/C Issuer, Swing Line Lender or any sub-agent thereof) or any such Related Party the Foreign Currency Lender shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (Agent, L/C Issuer, Swing Line Lender or any sub-agent thereof) or any such Related Party the Foreign Currency Lender in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation to the its capacity of as the Administrative Agent as suchin any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s, L/C Issuer’s, Swing Line Lender’s or Foreign Currency Lender’s, as applicable, gross negligence or willful misconduct, as determined by a final, court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictionjudgment. If any indemnity furnished to the Administrative Agent Agent, L/C Issuer, Swing Line Lenders or the Foreign Currency Lender for any purpose shall, in the opinion of the Administrative Agent, L/C Issuer, Swing Line Lender or Foreign Currency Lender, as applicable, be insufficient or become impaired, the Administrative Agent Agent, L/C Issuer, Swing Line Lender or Foreign Currency Lender, as applicable, 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 the Administrative Agent Agent, L/C Issuer, Swing Line Lender or Foreign Currency Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share pro rata share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent Agent, L/C Issuer, Swing Line Lender or Foreign Currency Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any Related Party of any of the foregoing, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, as applicable, be insufficient or become impaired, the Administrative Agent such Agent, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) each of its Affiliates, and any Related Party of any each of the foregoing’s officers, partners, directors, trustees, employees, advisors, agents and sub-agents, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Loan Party (but without limiting such Loan Party’s reimbursement obligations hereunder), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counselfinancial and legal advisors) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any of its Affiliates, or any of the foregoing’s officers, partners, directors, trustees, employees, advisors, agents or sub-agent thereof) or any such Related Party agents, in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, misconduct as determined by in a final, final and non-appealable judgment decision of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes Without limiting the foregoing, each Xxxxxx agrees to reimburse the Agents promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Agents 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 its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that the Agents are not reimbursed for such expenses by the Company or another Loan Party. Amounts payable pursuant to this Section 8.06, “Pro Rata Share” 11.17 shall be determined as payable on demand. The agreements in this Article XI shall survive the termination of the time that Commitments or the applicable indemnity payment is sought (orrepayment, in the event at such time satisfaction or discharge of all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent)Obligations under any Loan Document.

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each Related Party of any of the foregoingthereof, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Borrower or other Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees fees, expenses and disbursements other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the dutiesduties and functions, of the Administrative such Agent under the Credit Documents or otherwise in relation to the its capacity of the Administrative Agent as suchan Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.068.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agentwhen any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable advisors’ fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (in connection with any Credit Document or with any sub-agent thereof) or any such Related Party in exercising the of its powers, rights and remediesrights, remedies or performing the duties, of the Administrative Agent duties hereunder or under the other Credit Documents or otherwise in relation to the its capacity of the as Administrative Agent as suchin any way relating to or arising out of or in connection with this Agreement or the other Credit Documents or the preparation thereof or any amendment, modification or termination thereof; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements primarily resulting from the Administrative Agent’s gross negligence or willful misconduct, misconduct (as determined by in a final, non-appealable judgment of by a court of competent jurisdiction). If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereofi) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity other Credit Documents and (ii) in connection with (A) the obtaining of approval of the Administrative Agent as suchCredit Documents by the Bankruptcy Court and (B) the preparation and review of pleadings, documents and reports related to any Chapter 11 Case and any subsequent case under Chapter 7 of the Bankruptcy Code, attendance at meetings, court hearings or conferences related to any Chapter 11 Case and any subsequent case under Chapter 7 of the Bankruptcy Code, and general monitoring of any Chapter 11 Case and any subsequent case under Chapter 7 of the Bankruptcy Code; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Shareshare, severally agrees to indemnify the Administrative Agent and its Affiliates and all of Agent’s and its Affiliates present and future officers, directors, agents, employees and attorneys (and any sub-agent thereof“Agent Indemnitees”) and any Related Party of any of the foregoing, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party Indemnitees shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable advisors’ fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (Indemnitees in connection with any Credit Document or with any sub-agent thereof) or any such Related Party in exercising the of its powers, rights and remediesrights, remedies or performing the duties, of the Administrative Agent duties hereunder or under the other Credit Documents or otherwise in relation its capacity as Agent in any way relating to or arising out of or in connection with this Agreement or the capacity of other Credit Documents or the Administrative Agent as suchpreparation thereof or any amendment, modification or termination thereof; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements primarily resulting from the Administrative Agent’s gross negligence or willful misconduct, misconduct (as determined by in a final, non-appealable judgment of by a court of competent jurisdiction). If any indemnity furnished to the Administrative Agent Indemnitees for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent Indemnitees against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent Indemnitees against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (or, if no Loans or Commitments are outstanding, the Pro Rata Share most recently in effect), severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Transaction Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement, the capacity other Transaction Documents or the use of the Administrative Agent as suchproceeds thereof; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that (1) in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that (2) this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes The foregoing shall survive the termination of this Section 8.06, “Pro Rata Share” shall be determined as Agreement and the resignation or removal of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative an Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata SharePercentage, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) each of its Affiliates, and any Related Party each of any of the foregoingtheir respective directors, officers, employees, agents and advisors, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Loan Party (but without limiting such Loan Party’s reimbursement obligations hereunder), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counselfinancial and legal advisors) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party of its Affiliates, directors, officers, employees, agents and advisors in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as finally determined by in a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, further, 153 that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share Percentage thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes Without limiting the foregoing, each Lender agrees to reimburse the Agents promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Agents 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 its rights or responsibilities under, this Section 8.06Agreement or the other Loan Documents, “Pro Rata Share” shall be determined as of to the time extent that the applicable indemnity payment is sought (or, in the event at Agents are not reimbursed for such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined expenses by the Administrative Agent)any Borrower or another Loan Party.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingLead Arranger, to the extent that such Agent or the Administrative Agent (or any sub-agent thereof) or any such Related Party Lead Arranger shall not have been reimbursed by any Credit PartyCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party Lead Arranger in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties and responsibilities hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent or Lead Arranger in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that provided, subject to Section 8.03(b)(ii), no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely from such Agent’s or the Administrative AgentLead Arranger’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent or Lead Arranger for any purpose shall, in the opinion of the Administrative Agentsuch Agent or Lead Arranger, be insufficient or become impaired, the Administrative such Agent or Lead Arranger may call for additional indemnity or advance of funds and cease, or not commence, to do the acts indemnified against until such additional indemnity or advance of funds is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent or Lead Arranger against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that provided, further, subject to Section 8.03(b)(ii), this sentence shall not be deemed to require any Lender to indemnify any Agent or the Administrative Agent Lead Arranger against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes that is found by a final and nonappealable decision of this Section 8.06, “Pro Rata Share” shall be determined as a court of the time that the applicable indemnity payment is sought (or, in the event at competent jurisdiction to have resulted solely from such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent)’s or Lead Arranger’s gross negligence or willful misconduct.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent, its Affiliates and respective officers, partners, directors, trustees, employees, representatives and agents of Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach, an “Indemnitee Agent Party”), to the extent that the Administrative such Indemnitee Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Indemnitee Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the dutiesits duties (solely in respect to such Indemnitee Agent Party’s capacity as Agent and, of the Administrative if applicable, not in such Indemnitee Agent Party’s capacity as a Lender) as provided hereunder or under the other Credit Documents or otherwise in relation its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the capacity other Credit Documents (including without limitation losses incurred by Agent in connection with its successful defense, in whole or in part, of the Administrative Agent as suchany claim of gross negligence, fraud or willful misconduct on its part); provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agentsuch Indemnitee Agent Party’s gross negligence negligence, fraud or willful misconduct, misconduct as determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction in a final, nonappealable order. If any indemnity furnished to the Administrative any Indemnitee Agent Party for any purpose shall, in the opinion of the Administrative Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the Administrative such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each LenderThe Lenders, in proportion to its their respective Pro Rata Shares (calculated as determined under the definition of “Pro Rata Share” with the Revolving Loan Exposure of any Defaulting Revolving Lender excluded from the denominator), severally agrees and not jointly agree to indemnify the Administrative each Agent (and any sub-agent thereof) its officers, directors, employees, agents, attorneys, professional advisors and any Related Party of any of the foregoing, Affiliates to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party Person shall not have been reimbursed by any Credit PartyCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements and fees and disbursements of counselany financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative an Agent (or any sub-agent thereof) or any such Related Party other Person in exercising the powers, rights and remedies, remedies of an Agent or performing the duties, duties of the Administrative an Agent hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from the Administrative such Agent’s gross negligence or willful misconduct, misconduct as determined by a final, non-appealable final judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative an Agent or any other such Person for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates (and any sub-agent thereofcollectively, the “Agent Indemnitees”) and any Related Party of any of the foregoing, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party Person shall not have been reimbursed by any Credit Partythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements and fees and disbursements of counselany financial advisor engaged by the Administrative Agent) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party other Person in exercising the powers, rights and remedies, or performing the duties, remedies of the Administrative Agent or performing duties of the Administrative Agent hereunder or under the Credit other Loan Documents or otherwise in relation to the its capacity of as the Administrative Agent as suchin any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any Agent Indemnitee resulting solely from the Administrative Agentthat Agent Indemnitee’s gross negligence or willful misconduct, misconduct as determined by a final, non-appealable final judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent or any other such Person for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each Related Party of any of the foregoingthereof, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees fees, expenses and disbursements other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the dutiesduties and functions, of the Administrative such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to the its capacity of the Administrative Agent as suchan Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.069.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Term Loan Commitments shall have terminated and all the Term Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agentwhen any Term Loans or Term Loan Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any Related Party of any of the foregoing, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature 162 whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally (and not jointly) agrees to indemnify the Administrative Agent and its stockholders, directors, officers, employees, agents, attorneys and Affiliates (and any sub-agent thereof) and any Related Party of any of the foregoingeach an “Indemnified Agent Person”), to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Indemnified Agent (or any sub-agent thereof) or any such Related Party Person in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as the Agent in any way relating to or arising out hereof or in connection with the capacity of the Administrative Agent as suchCredit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, further, in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; , and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyParty (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents (including such amounts resulting from an Agent’s failure for any reason to properly withhold any Taxes attributable to any Lender); provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction (it being understood that failure to withhold any Taxes (other than in respect of payments of interest) shall be deemed not to be gross negligence or willful misconduct). If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent Affiliate thereof) and any Related Party of any of the foregoing), to the extent that the Administrative Agent (or any sub-agent thereofsuch Affiliate) or any such Related Party shall not have been reimbursed by any Credit Borrower Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent Affiliate thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the dutiesits duties hereunder, of the Administrative Agent under the Credit other Loan Documents or otherwise in relation its capacity as Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents, including without limitation in connection with, related to or arising in connection with any Restricted Account Agreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s (or such Affiliate’s) gross negligence or willful misconduct, misconduct (as determined by a final, court of competent jurisdiction in a final and non-appealable judgment decision); provided, each Lender waives any defense based on or arising out of a court the lack of competent jurisdictionvalidity or the unenforceability of this Agreement or by reason of the cessation of the liability of any Borrower Party hereunder, under the other Loan Documents. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the first proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (Agent, each Joint Lead Arranger and any sub-agent thereof) their officers, directors, employees, agents, attorneys, professional advisors and any Related Party each of any of the foregoingthem, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall Person has not have been and is required to be reimbursed by any Credit PartyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of counselany financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party other Person in exercising the its powers, rights and remedies, remedies or performing the duties, its duties of the an Administrative Agent or Joint Lead Arranger hereunder or under the Credit other Loan Documents or otherwise in relation to the its capacity of the as Administrative Agent as suchor Joint Lead Arranger in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or any Joint Lead Arranger’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent or any other such Person for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) each of its Affiliates, and any Related Party each of any of the foregoingtheir respective directors, officers, employees, agents and advisors, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counselfinancial and legal advisors) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party of its Affiliates, directors, officers, employees, agents and advisors in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes Without limiting the foregoing, each Lender agrees to reimburse the Agents promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Agents 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 its rights or responsibilities under, this Section 8.06Agreement or the other Credit Documents, “Pro Rata Share” shall be determined as of to the time extent that the applicable indemnity payment is sought (or, in the event at Agents are not reimbursed for such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined expenses by the Administrative Agent)Borrower or another Credit Party.

Right to Indemnity. Each LenderBank, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Facility Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements, whether incurred in a third party action or in an action to enforce this agreement or any other Facility Document) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Facility Documents or otherwise in relation to the its capacity of as the Administrative Agent as suchin any way relating to or arising out hereof or the other Facility Documents; provided that provided, no Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender Bank to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderBank’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender Bank to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (each Agent, Issuing Lender and any sub-agent thereof) and any Related Party of any of the foregoingSwing Line Lender, to the extent that the Administrative Agent (such Agent, Issuing Lender or any sub-agent thereof) or any such Related Party Swing Line Lender shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including legal counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (such Agent, Issuing Lender or any sub-agent thereof) or any such Related Party Swing Line Lender in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s, Issuing Lender’s or Swing Line Lender’s, as applicable gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent any Agent, Issuing Lender or Swing Line Lenders, for any purpose shall, in the opinion of the Administrative such Agent, Issuing Lender or Swing Line Lender, as applicable, be insufficient or become impaired, the Administrative Agent such Agent, Issuing Lender or Swing Line Lender, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative Agent any Agent, Issuing Lender or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent any Agent, Issuing Lender or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any subin SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-agent thereof) or any such Related Party in Xxx Xxxx Server 7A EXECUTION exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s 's Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent each Agent, Issuing Bank and Swing Line Lender, and their respective Affiliates and officers, partners, directors, trustees, employees, representatives and agents (and any sub-agent thereof) and any Related Party of any of the foregoingeach, an “Indemnitee Party”), to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Indemnitee Party shall not have been reimbursed by any Credit PartyParty (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Indemnitee Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Indemnitee Party in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agentany Indemnitee Party’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent any Indemnitee Party for any purpose shall, in the opinion of the Administrative Agent, such Indemnitee Party be insufficient or become impaired, the Administrative Agent such Agent, Issuing Bank or Swing Line Lender, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative Agent any Indemnitee Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent any Indemnitee Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of The undertaking in this Section 8.06, “Pro Rata Share” with respect to any Section with respect to any Agent shall be determined as survive the payment of all Obligations hereunder and the time that the applicable indemnity payment is sought (or, in the event at resignation or replacement of such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) each of its Affiliates, and any Related Party of any each of the foregoing’s officers, partners, directors, trustees, employees, advisors, agents and sub-agents, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Loan Party (but without limiting such Loan Party’s reimbursement obligations hereunder), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including fees and disbursements of counselfinancial and legal advisors) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any of its Exhibit 10.8 Affiliates, or any of the foregoing’s officers, partners, directors, trustees, employees, advisors, agents or sub-agent thereof) or any such Related Party agents, in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, misconduct as determined by in a final, final and non-appealable judgment decision of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes Without limiting the foregoing, each Xxxxxx agrees to reimburse the Agents promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Agents 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 its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that the Agents are not reimbursed for such expenses by the Company or another Loan Party. Amounts payable pursuant to this Section 8.06, “Pro Rata Share” 11.17 shall be determined as payable on demand. The agreements in this Article XI shall survive the termination of the time that Commitments or the applicable indemnity payment is sought (orrepayment, in the event at such time satisfaction or discharge of all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent)Obligations under any Loan Document.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally Lender agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party including the Issuing Lender, which shall be treated as the Administrative Agent for purposes of any of the foregoingthis Section), to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Partythe Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation to the its capacity of as the Administrative Agent as suchin any way relating to or arising out of this Agreement, the other Credit Documents, or any Participated Letter of Credit or the use of proceeds thereof; provided provided, that no Lender the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareApplicable Percentage thereof, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share Applicable Percentage thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (or, if no Loans or Commitments (Revolver) are outstanding, the Pro Rata Share most recently in ef fect), severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyPart y, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Transaction Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement, the capacity other Transaction Documents or the use of proceeds thereof, including the Administrative Agent as suchenforcement of this Agreement or any other Transaction Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative f rom such Agent’s gross negligence or willful misconduct, as determined by a finalf inal, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient insuf f icient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that (1) in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s Pro Rata Share thereofthereof ; and provided further that (2) this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes The foregoing shall survive the termination of this Section 8.06, “Pro Rata Share” shall be determined as Agreement and the resignation or removal of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative an Agent). 10.7.

Right to Indemnity. Each Lender, Lender severally in proportion to accordance with its Pro Rata Share, severally Applicable Percentage agrees to indemnify each Agent and each Issuing Lender and the Administrative Agent (officers, directors, employees, agents and any sub-agent thereof) advisors and any Related Party affiliates of any each of the foregoing, them to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party Issuing Lender shall not have been reimbursed by any Credit Partythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or Issuing Lender in performing its duties hereunder or under the Administrative Agent (Notes or any sub-agent thereof) Letter of Credit or in any such Related Party in exercising the powers, rights and remedies, way relating to or performing the duties, arising out of the Administrative Agent under the Credit Documents or otherwise in relation to the capacity of the Administrative Agent as suchthis Agreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative an Agent’s gross negligence or willful misconduct, as determined by ; provided further that nothing in this ‎Section 8.04 shall affect any right that a final, non-appealable judgment of a court of competent jurisdictionLender may have against an Issuing Lender under ‎Section 2.12(f)(ii). If any indemnity furnished to the Administrative an Agent or Issuing Lender for any purpose shall, in the opinion of the Administrative Agentsuch Agent or Issuing Lender, be insufficient or become impaired, the Administrative such Agent or Issuing Lender 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out hereof or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, misconduct (as finally determined by a final, non-appealable judgment of a court of competent jurisdiction). If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes Without limiting the foregoing, each Lender agrees to reimburse Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Section 8.06Agreement and each other Credit Document, “Pro Rata Share” shall be determined as of to the time extent that the applicable indemnity payment Administrative Agent is sought (or, in the event at not reimbursed for such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined expenses by the Administrative Agent)Credit Parties.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each of Agent (and any subeach Co-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that Agent or such Co-Agent, as the Administrative Agent (or any sub-agent thereof) or any such Related Party case may be, shall not have been reimbursed by any Credit PartyCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against Agent or such Co-Agent, as the Administrative Agent (case may be, in performing its duties hereunder or any sub-agent thereof) under this Agreement or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of the Administrative Agent under the Credit other Loan Documents or otherwise in relation its capacity as Agent or Co-Agent, as the case may be, in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's or such Co-Agent's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to Agent or any Co-Agent, as the Administrative Agent case may be, for any purpose shall, in the opinion of Agent or such Co-Agent, as the Administrative Agentcase may be, be insufficient or become impaired, Agent or such Co-Agent, as the Administrative Agent 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 the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement, the capacity other Credit Documents, or the use of the Administrative Agent as suchproceeds thereof; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each Related Party of any of the foregoingthereof, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees fees, expenses and disbursements other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the dutiesduties and functions, of the Administrative such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to the its capacity of the Administrative Agent as suchan Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, 110 expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.069.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agentwhen any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally (and not jointly) agrees to indemnify the Administrative Agent and its stockholders, directors, officers, employees, agents, attorneys and Affiliates (and any sub-agent thereof) and any Related Party of any of the foregoingeach an “Indemnified Agent Person”), to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Indemnified Agent (or any sub-agent thereof) or any such Related Party Person in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as the Agent in any way relating to or arising out hereof or in connection with the capacity of the Administrative Agent as suchCredit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, further, in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; , and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any Related Party of any of the foregoing, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or 164 otherwise in relation its capacity as Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out hereof or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such -------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent 117 for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to -------- indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s 's Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed -------- ------- to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes Successor Administrative Agent and Swing Line Lender. Administrative Agent may resign at any time by giving thirty (30) days' prior written notice thereof to Lenders and Company, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days' notice to Company, to appoint a successor Administrative Agent which successor shall, unless a Default or Event of Default shall have occurred and be continuing, be reasonably acceptable to Company. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (a) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (b) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.069 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder. Any resignation or removal of Administrative Agent pursuant to this Section shall also constitute the resignation or removal of CIBC or its successor as Swing Line Lender, “Pro Rata Share” and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event (i) Company shall be determined prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as of Swing Line Lender, (ii) upon such prepayment, the time that retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to Company for cancellation, and (iii) Company shall issue, if so requested by Successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the applicable indemnity payment is sought (orsuccessor Administrative Agent and Swing Line Lender, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as principal amount of the time most recently prior thereto determined by the Administrative Agent)Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingeach Agent, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the Credit other Loan Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Loan Documents; provided that that, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from to the Administrative Agent’s gross negligence or willful misconduct, as determined by extent they are found in a final, non-appealable nonappealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from such Agent's gross negligence or willful misconduct. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that that, in no event shall this sentence require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s 's Pro Rata Share thereof; and provided further that that, this sentence shall not be deemed to require any Lender to indemnify the Administrative any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingIssuing Bank, to the extent that such Agent or the Administrative Agent (or any sub-agent thereof) or any such Related Party Issuing Bank shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or the Administrative Agent (or any sub-agent thereof) or any such Related Party Issuing Bank in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Agent in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’’s or the Administrative AgentIssuing Bank’’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent or the Administrative Agent Issuing Bank for any purpose shall, in the opinion of such Agent or the Administrative AgentIssuing Bank, be insufficient or become impaired, such Agent or the Administrative Agent Issuing Bank may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify any Agent or the Administrative Agent 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; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify any Agent or the Administrative Agent Issuing Bank against any liability, obligation, loss, damage, penalty, 133 action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties under the Existing Credit Agreement, hereunder or under the other Credit Documents or otherwise in relation its capacity as Administrative Agent in any way relating to the capacity or arising out of the Administrative Agent as suchExisting Credit Agreement, this Agreement, the other Credit Documents or any Restructuring Transaction Document; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative each Agent and their respective Related Parties (and any sub-agent thereof) and any each, an “Indemnitee Related Party of any of the foregoingParty”), to the extent that the Administrative Agent (or any sub-agent thereof) or any such Indemnitee Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Indemnitee Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation its capacity as such Indemnitee Related Party in any way relating to or arising out of this Agreement or the capacity of the Administrative Agent as suchother Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE RELATED PARTY; provided that provided, (x) no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agentsuch Indemnitee Related Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment order and (y) the unreimbursed liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, was incurred by or asserted against such Agent (or any such sub- agent) in its capacity as such, or against any Indemnitee Related Party of a court any of competent jurisdictionthe foregoing acting for such Agent (or any such sub-agent) in connection with such capacity. If any indemnity furnished to the Administrative Agent any Indemnitee Related Party for any purpose shall, in the opinion of the Administrative Agentsuch Indemnitee Related Party, be insufficient or become impaired, the Administrative Agent such Indemnitee Related Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent any Indemnitee Related Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent any Indemnitee Related Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each Related Party of any of the foregoingthereof, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees fees, expenses and disbursements other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the dutiesduties and functions, of the Administrative such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to the its capacity of the Administrative Agent as suchan Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.069.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agentwhen any Loans or Commitments remained outstanding). 9.7.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify the Administrative each Agent (and any sub-agent thereof) and any each Related Party of any of the foregoingthereof, to the extent that the Administrative such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Party, Party for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees and disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or 130 asserted against the Administrative such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the dutiesduties and functions, of the Administrative such Agent under the Credit Documents or otherwise in relation to the its capacity of the Administrative Agent as suchan Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative any Agent for any purpose shall, in the opinion of the Administrative such Agent, be insufficient or become impaired, the Administrative such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.069.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agentwhen any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any sub-agent thereof) and any Related Party of any of the foregoingAgent, to the extent that the Administrative Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit Partyeither Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the duties, of the Administrative Agent its duties hereunder or under the other Credit Documents or otherwise in relation to the its capacity of the as Administrative Agent as suchin any way relating to or arising out hereof or the other Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s 's Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 8.06, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto determined by the Administrative Agent).