Common use of Right to Indemnity Clause in Contracts

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or 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, expenses and other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or 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, expenses and other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Loan Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify such any 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 provided, further, that this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Applicable Percentage, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Loan 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 Applicable Percentage thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent Agent, Issuing Bank and each Related Party thereofSwing Line Lender, to the extent that such Agent Agent, Issuing Bank or such Related Party Swing Line Lender shall not have been reimbursed by any Credit Loan Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent Agent, Issuing Bank or any such Related Party Swing Line Lender in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from 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 any Agent Agent, Issuing Bank or Swing Line Lenders, for any purpose shall, in the opinion of such Agent, Issuing Bank or Swing Line Lender, as applicable, be insufficient or become impaired, such Agent 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 such Agent any Agent, Issuing Bank or Swing Line Lender 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 provided, further, that this sentence shall not be deemed to require any Lender to indemnify such Agent any Agent, Issuing Bank or Swing Line Lender 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each the Administrative Agent (and each any sub-agent thereof) and any Related Party thereofof any of the foregoing, to the extent that such 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 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, expenses fees and other charges disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such the Administrative Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functionsduties, of such the Administrative Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its the capacity of the Administrative Agent as an Agentsuch; 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 such 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 any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such 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 such the Administrative 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 such the Administrative 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 9.68.06, “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 when any Loans or Commitments remained outstandingdetermined by the Administrative Agent).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Applicable Percentage, severally severally, agrees to indemnify each the Administrative Agent and each Related Party thereofthe L/C Issuer, to the extent that such the Administrative Agent or such Related Party the L/C Issuer shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by by, or asserted against such against, the Administrative Agent or any such Related Party the L/C Issuer in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise otherwise, in relation to its capacity as an Agentthe Administrative Agent or the L/C Issuer in any way relating to or arising out of this Agreement or the other Credit Documents; 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 such 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 any the Administrative Agent or the L/C Issuer for any purpose shall, in the opinion of such Agentthe Administrative Agent or the L/C Issuer, be insufficient or become impaired, such 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 such the Administrative Agent or the L/C Issuer 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 Applicable Percentage thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify such the Administrative Agent or the L/C Issuer 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent Agent, Issuing Lender and each Related Party thereofSwing Line Lender, to the extent that such Agent Agent, Issuing Lender or such Related Party Swing Line Lender shall not have been reimbursed by any Credit Loan Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses legal counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent Agent, Issuing Lender or any such Related Party Swing Line Lender in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from 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 any Agent Agent, Issuing Lender or Swing Line Lender, for any purpose shall, in the opinion of such Agent, Issuing Lender or Swing Line Lender, as applicable, be insufficient or become impaired, such Agent 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 such Agent any Agent, Issuing Lender or Swing Line Lender 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 provided, further, that this sentence shall not be deemed to require any Lender to indemnify such Agent any Agent, Issuing Lender or Swing Line Lender 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or 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, expenses and other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or 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, expenses and other charges of counsel) or disbursements Indemnified Liabilities of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch; 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.6, “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 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 applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents Borrowers’ obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses reasonable counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided that provided, no Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender Bank to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderBank’s applicable Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender Bank to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Loan 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, expenses reasonable counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that 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 to the extent they are found in a final, nonappealable judgment of a court of competent jurisdiction to have resulted primarily from 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that that, in no event shall this sentence require any Lender to indemnify such any 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 that, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofFronted LC Issuing Bank, to the extent that such Agent or such Related Party Fronted LC Issuing Bank shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party Fronted LC Issuing Bank in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent or as a Fronted LC Issuing Bank in any way relating to or arising out of this Agreement or the other Loan Documents (including for any such amounts incurred by or asserted against such Agent or 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, claims, 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 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 any Agent or any Fronted LC Issuing Bank for any purpose shall, in the opinion of such AgentAgent or such Fronted LC Issuing Bank, be insufficient or become impaired, 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 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each LenderThe Lenders, in proportion to its applicable their respective Pro Rata Share Shares (calculated as determined as set forth belowunder 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 each Agent (including any sub-agent of Administrative Agent) and each Related Party thereofthe Issuing 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 any such Agent or such Related Party Person shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Company, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses reasonable counsel fees and other charges 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 Issuing Lender or such Agent 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 duties and functionscase may be, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentAgent or Issuing Lender, as applicable, 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, claims, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from 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 Issuing Lender, or any Agent other such Person for any purpose shall, in the opinion of such AgentAgent or the Issuing Lender, as the case may be, be insufficient or become impaired, such Agent or the 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 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 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 9.6, “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 when any Loans or Commitments remained outstanding)10) Business Days after demand therefore.

Right to Indemnity. Each Lender, Lender severally in proportion to accordance with its applicable Pro Rata Share (determined as set forth below), severally Applicable Percentage agrees to indemnify each Agent and each Related Party thereofIssuing Lender and the officers, directors, employees, agents and advisors and affiliates of each of them to the extent that such Agent or such Related Party Issuing Lender shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including feesincluding, expenses without limitation, counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party Issuing Lender in exercising the powers, rights and remedies, performing its duties hereunder or performing the duties and functions, of such Agent under the Credit Documents Notes or any other documents contemplated by Letter of Credit or referred in any way relating to therein or otherwise in relation to its capacity as an Agentarising out of this Agreement; 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 such 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 any an Agent or Issuing Lender for any purpose shall, in the opinion of such AgentAgent or Issuing Lender, be insufficient or become impaired, 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 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofof its Affiliates, and each of the foregoing’s officers, partners, directors, trustees, employees, advisors, agents and sub-agents, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Loan Party (and but without limiting any Credit such Loan Party’s reimbursement obligations under the Credit Documents to do sohereunder), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses fees and other charges 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 such Agent or any such Related Party of its Affiliates, or any of the foregoing’s officers, partners, directors, trustees, employees, advisors, agents or sub-agents, in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify such any 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 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 9.6, “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 when Obligations under any Loans or Commitments remained outstanding)Loan Document.

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or 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, expenses and other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.68.6, “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 when any Loans or Term Loan Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAdministrative Agent, to the extent that such Administrative Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Administrative Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentAdministrative Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such 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 any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such 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 such Administrative 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 further, this sentence shall not be deemed to require any Lender to indemnify such Administrative 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify such any 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 provided, further, that this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 provided, further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each LenderNoteholder, in proportion to its applicable Pro Rata Share (determined as set forth below)at the time any claim therefor is made, severally agrees to indemnify each Agent and each Related Party thereofCollateral Agent, to the extent that such Collateral Agent or such Related Party shall not have been reimbursed by any Credit Note Party (and but without limiting any Credit Note Party’s obligations under the Credit Documents to do soreimbursement obligations), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Collateral Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Note Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentCollateral Agent in any way relating to or arising out of this Agreement or the other Note Documents; provided that provided, no Lender Noteholder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting solely from such 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 any Collateral Agent for any purpose shall, in the opinion of such Collateral Agent, be insufficient or become impaired, such 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 such Collateral Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderNoteholder’s applicable Pro Rata Share thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender Noteholder to indemnify such Collateral 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth belowor, if no Loans or Commitments are outstanding, the Pro Rata Share most recently in effect), severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, fees, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Transaction Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement, the other Transaction Documents or the use of proceeds thereof; 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that (1) in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s applicable Pro Rata Share thereof; and provided further that (2) this sentence shall not be deemed to require any Lender to indemnify such any 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 The foregoing shall survive the termination of this Section 9.6, “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 when any Loans or Commitments remained outstanding)an Agent.

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses reasonable counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 provided, further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, Notwithstanding any other provision contained in proportion this Agreement to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereofthe contrary, to the extent that such Borrower fails to reimburse the Agent pursuant to Section 11.3, Section 11.4 or such Related Party Section 11.5, or if any Default or Event of Default shall not have been reimbursed by any occur under this Agreement, the Banks shall ratably in accordance with their respective Pro Rata Shares of the aggregate amount of Loans and Letters of Credit Party (then outstanding, or if no Loans or Letters of Credit are then outstanding, their respective Pro Rata Shares of the total Commitments of all of the Banks, indemnify the Agent and without limiting any Credit Party’s obligations under the Credit Documents to do so), for hold it harmless from and against any and all liabilities, obligationslosses (except losses occasioned solely by failure of Borrower to make any payments or to perform any obligations required by this Agreement (other than those described in Sections 11.3, 11.4 and 11.5), the Notes, the Letter of Credit Applications or any of the other Transaction Documents), costs and/or expenses, including, without limitation, any liabilities, losses, damages, penalties, claims, actions, judgments, suits, costs, costs and/or expenses (including fees, expenses and other charges of counsel) or disbursements arising from the failure of any kind Bank to perform its obligations hereunder or nature whatsoever that in respect of this Agreement and also including, without limitation, reasonable attorneys' fees and expenses, which the Agent may be imposed onincur, incurred by directly or asserted against such Agent indirectly, in connection with this Agreement, the Notes or any such Related Party in exercising of the powers, rights and remediesother Transaction Documents, or performing the duties and functions, of such Agent under the Credit Documents any action or any other documents contemplated by transaction related hereto or referred to therein or otherwise in relation to its capacity as an Agentthereto; provided only that no Lender the Agent shall not be liable entitled to such indemnification for any portion of such losses, liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, costs and/or expenses or disbursements directly and solely resulting from such Agent’s its own gross negligence or willful misconduct. This indemnity shall be a continuing indemnity, as determined by a finalcontemplates all liabilities, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished losses, costs and expenses related to any Agent for any purpose shallthe execution, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity delivery 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 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 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 performance of this Section 9.6Agreement, “Pro Rata Share” the Notes and the other Transaction Documents, and shall be determined as survive the satisfaction and payment of the time that Loans, 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 expiration or other termination of the time most recently prior thereto when any Loans or Commitments remained outstanding)Letters of Credit and the termination of this Agreement.

Right to Indemnity. Each LenderNoteholder, in proportion to its applicable Pro Rata Share (determined as set forth below)percentage ownership of the outstanding Notes, severally agrees to indemnify each Agent and each Related Party thereofthe Collateral Agent, to the extent that such the Collateral Agent or 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)Grantor, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses reasonable counsel fees and other charges of counseldisbursements) or and disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such the Collateral Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Collateral Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentthe Collateral Agent in any way relating to or arising out of this Agreement or the other Collateral Documents; provided provided, that no Lender Noteholder shall be liable for any portion of or such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such the 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 any the Collateral Agent for any purpose shall, in the opinion of such the Collateral Agent, be insufficient or become impaired, such the 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 such the Collateral 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; 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 such the Collateral 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that PROVIDED, in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; and provided further that PROVIDED FURTHER, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Credit Documents; 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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)Obligor, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Term Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Term Loan Documents; provided that provided, 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent and each Related Party thereof(each, an “Indemnitee Agent Party”), to the extent that such Indemnitee Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Indemnitee Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Credit Documents, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee Agent Party; 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 such AgentIndemnitee 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 any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, 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 such any Indemnitee Agent Party 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 such any Indemnitee Agent Party 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each 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 each Related Party thereofits Affiliates, as applicable (each, an “Indemnitee Agent Party”), to the extent that such Indemnitee Agent or 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, suitssuits or other proceedings, costs, expenses (including fees, expenses counsel fees and other charges 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 or any such Related Party (collectively, the “Indemnified Costs”) in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other 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, claims, actions, judgments, suits, costs, expenses or disbursements Indemnified Costs resulting from such AgentIndemnitee 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 any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, 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 such any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement Indemnified Costs in excess of such LenderXxxxxx’s applicable 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 such Agent against or 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 9.6, “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 when any Loans or Commitments remained outstanding)other Person.

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofthe Issuing Bank, to the extent that such Agent or such Related Party the Issuing Bank 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party the Issuing Bank in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or the 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 any Agent or the Issuing Bank for any purpose shall, in the opinion of such AgentAgent or the Issuing Bank, be insufficient or become impaired, such Agent or the 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 such any Agent or the Issuing Bank 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 further, this sentence shall not be deemed to require any Lender to indemnify such any Agent or the Issuing Bank 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each LenderLender or Issuing Bank, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Loan 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Financing Documents or any other documents contemplated by or referred to therein Letters of Credit or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Financing Documents or Letters of Credit; provided that provided, 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s applicable Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent and each Related Party thereof(each, an "INDEMNITEE AGENT PARTY"), to the extent that such Indemnitee Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Indemnitee Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN 80 CREDIT AND GUARANTY AGREEMENT 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s Indemnitee Agent 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 any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, 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 such any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such any Indemnitee Agent Party 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each of its Related Party thereofParties, to the extent that such Agent or such any of its Related Party Parties shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Section 10.2 hereunder of, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agent; provided that such Agent in any way relating to or arising out of this Agreement or the other Credit Documents provided, 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 provided, further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify Administrative Agent, each Agent Joint Lead Arranger and their officers, directors, employees, agents, attorneys, professional advisors and each Related Party thereofof them, to the extent that any such Agent or such Related Party shall Person has not have been and is required to be reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges 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 such Administrative Agent or any such Related Party other Person in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such an Administrative Agent or Joint Lead Arranger hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentAdministrative Agent or 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such 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 Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such 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 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent (and, in respect of the Collateral Agent, severally agrees to indemnify such Agent in proportion to its ratable share of the Secured Obligations (as defined under the Pledge and each Related Party thereofSecurity Agreement)), to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each the Administrative Agent and each Related Party thereof, to the extent that such the Administrative Agent or such Related Party shall not have been reimbursed by any Credit Loan Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such the Administrative Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentAdministrative Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such 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 any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such 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 such the Administrative 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 provided, further, that this sentence shall not be deemed to require any Lender to indemnify such the Administrative 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Applicable Percentage, severally agrees to indemnify and hold harmless each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been timely reimbursed by any Credit Party (and without limiting any Credit Loan 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify such any 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 Applicable Percentage thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereof, Issuing Bank to the extent that such Agent or such Related Party Issuing Bank shall not have been reimbursed by any Credit Loan Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party Issuing Bank in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Facility Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Facility Documents; 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 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 any Agent or Issuing Bank for any purpose shall, in the opinion of such Agent, Agent or Issuing Bank be insufficient or become impaired, 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 such any Agent or Issuing Bank 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 provided, further, that this sentence shall not be deemed to require any Lender to indemnify such any Agent or Issuing Bank 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each LenderThe Lenders, in proportion to its applicable their respective Pro Rata Share Shares (calculated as determined as set forth belowunder 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 each Agent and each Related Party thereofits officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent or such Related Party Person shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Company, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses reasonable counsel fees and other charges 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 such an Agent or any such Related Party other Person in exercising the powers, rights and remedies, remedies of an Agent or performing the duties and functions, of such an Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentAgent 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, claims, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from 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 an Agent or any Agent other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such any 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 To the extent required by applicable law, Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If any Governmental Authority asserts a claim that Administrative Agent did not properly withhold tax from amounts paid to or on account of this Section 9.6any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify Administrative Agent of a change in circumstances which rendered exemption from or reduction of withholding tax ineffective or for any other reason, “Pro Rata Share” such Lender shall be determined indemnify Administrative Agent fully for amounts paid, directly or indirectly, by Administrative Agent as of the time that the applicable indemnity payment is sought (ortax or otherwise, in the event at such time all the Commitments shall have terminated including any penalties, interest and all the Loans shall have been repaid in full, as of the time most recently prior thereto when together with any Loans or Commitments remained outstanding)expenses incurred thereto.

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)on a pro rata basis, severally agrees to indemnify each Agent the Administrative Agent, L/C Issuer, Swing Line Lender and each Related Party thereofthe Foreign Currency Lender, to the extent that such Agent the Administrative Agent, L/C Issuer, Swing Line Lender or such Related Party the Foreign Currency Lender shall not have been reimbursed by any Credit Loan Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent the Administrative Agent, L/C Issuer, Swing Line Lender or any such Related Party the Foreign Currency Lender in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentthe Administrative Agent 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such 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 any Agent the Administrative Agent, L/C Issuer, Swing Line Lenders or the Foreign Currency Lender for any purpose shall, in the opinion of such the Administrative Agent, L/C Issuer, Swing Line Lender or Foreign Currency Lender, as applicable, be insufficient or become impaired, such Agent the Administrative 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 such Agent the Administrative Agent, L/C Issuer, Swing Line Lender or Foreign Currency Lender 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 pro rata share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify such Agent the Administrative Agent, L/C Issuer, Swing Line Lender or Foreign Currency Lender 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofthe Lead Arranger, to the extent that such Agent or such Related Party the Lead Arranger shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Company, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses reasonable counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party Lead Arranger in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent responsibilities hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent or Lead Arranger in any way relating to or arising out of this Agreement or the other 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, claims, 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 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 any Agent or Lead Arranger for any purpose shall, in the opinion of such AgentAgent or Lead Arranger, be insufficient or become impaired, 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 such any Agent or Lead Arranger 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 provided, further, subject to Section 8.03(b)(ii), this sentence shall not be deemed to require any Lender to indemnify such any Agent or the Lead Arranger 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 that is found by a final and nonappealable decision of this Section 9.6, “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 when any Loans Agent’s or Commitments remained outstanding)Lead Arranger’s gross negligence or willful misconduct.

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or 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, expenses fees and other charges disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Percentage, severally agrees to indemnify each Agent and each Related Party thereofof its Affiliates, and each of their respective directors, officers, employees, agents and advisors, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Loan Party (and but without limiting any Credit such Loan Party’s reimbursement obligations under the Credit Documents to do sohereunder), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses fees and other charges 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 such Agent 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 its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, further, that in no event shall this sentence require any Lender to indemnify such any 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 Percentage thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify such any 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 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 9.6Agreement 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 when expenses by any Loans Borrower or Commitments remained outstanding)another Loan Party.

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally (and not jointly) agrees to indemnify each the Agent and its stockholders, directors, officers, employees, agents, attorneys and Affiliates (each Related Party thereofan "Indemnified Agent Person"), to the extent that such the Agent or 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, expenses attorneys' fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Indemnified Agent or any such Related Party Person in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentthe Agent in any way relating to or arising out hereof or in connection with the Credit Documents; provided that provided, 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 such the 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 any the Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such the 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 such the Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; , and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify such the 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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)Obligor, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or 107 asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Revolving Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Revolving Loan Documents; provided that provided, 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 such Agent’s 's bad faith, 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 for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share Share, (determined as set forth below), severally agrees to indemnify each Agent (and each any sub-agent thereof) and any Related Party thereofof any of the foregoing, to the extent that 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, expenses fees and other charges disbursements of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functionsduties, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an 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 such 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 any an Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify such any 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 such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each of Agent, Syndication Agent and each Related Party thereofArranger, to the extent that such Agent Agent, Syndication Agent, or such Related Party Arranger shall not have been reimbursed by any Credit Party (and without limiting any Credit Loan 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 feesincluding, expenses without limitation, counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent, Syndication Agent or any such Related Party Arranger in exercising the powers, rights and remedies, performing its duties hereunder or performing the duties and functions, of such Agent under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agent, Syndication Agent or Arranger, as the case may be, 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from Agent's, Syndication Agent's or such Agent’s 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 any Agent, Syndication Agent or either Arranger, as the case may be, for any purpose shall, in the opinion of Agent, Syndication Agent or such AgentArranger, as the case may be, be insufficient or become impaired, Agent, Syndication Agent or such Agent 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 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each LenderLender or Issuing Bank, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Financing Documents or any other documents contemplated by or referred to therein Letters of Credit or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Financing Documents or Letters of Credit; provided that provided, 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAdministrative Agent, to the extent that such Administrative Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses reasonable advisors’ fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Administrative Agent in connection with any Credit Document or with any such Related Party in exercising the of its powers, rights and remediesrights, remedies or performing the duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentAdministrative Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements primarily resulting from such 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 any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such 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 such Administrative 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 further, this sentence shall not be deemed to require any Lender to indemnify such Administrative 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or 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, expenses and other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party (i) in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentAgent or (ii) for any action taken in connection with any of the Credit 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or 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, expenses and other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.6, “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 when any Term Loans or Term Loan Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Credit Documents; 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify such any 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 provided, further, that this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Borrower or other 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, expenses and other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.68.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses reasonable counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofthe Administrative Agent, to the extent that such the Administrative Agent or such Related Party shall not have been reimbursed by the Borrower to the full extent required by this Agreement or any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)other Loan Document, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentAdministrative Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such 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 any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such 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 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each LenderPurchaser, in proportion to its applicable the pro rata share of the principal amount of Notes purchased by it on the date hereof ("Pro Rata Share (determined as set forth belowShare"), severally agrees to indemnify each the Agent, its Affiliates and their respective officers, partners, directors, trustees, employees, auditors, controlling persons and agents (each, an "Indemnitee Agent and each Related Party thereofParty"), to the extent that such Indemnitee Agent or 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)Grantor, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Indemnitee Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Transaction Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s 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 any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, 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 such any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 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 such any Indemnitee Agent Party 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each LenderPurchaser, in proportion to its applicable Pro Rata Share (determined as set forth below)pro rata share of the outstanding principal amount of the Notes held by such Purchaser, severally agrees to indemnify each the Collateral Agent and each Related Party thereofits officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent or such Related Party Person shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Note Parties, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges disbursements and fees and disbursements of counselany financial advisor engaged by the Collateral Agent) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such the Collateral Agent or any such Related Party other Person in exercising the powers, rights and remedies, remedies of the Collateral Agent or performing duties of the duties and functions, of such Collateral Agent hereunder or under the Credit other Note Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentthe Collateral Agent in any way relating to or arising out of this Agreement or the other Note Documents; provided that no Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of the Collateral Agent resulting solely from such the Collateral Agent’s gross negligence negligence, bad faith 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 the Collateral Agent or any Agent other such Person for any purpose shall, in the opinion of such the Collateral Agent, be insufficient or become impaired, such the 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 to indemnify 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify such any 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 further, that this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party (i) in exercising the its powers, rights and remedies, remedies or performing its duties hereunder or under the duties and functions, of other Credit Documents or otherwise in its capacity as such Agent under in any way relating to or arising out of this Agreement or the other Credit Documents and (ii) in connection with (A) the obtaining of approval of the Credit 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 other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentChapter 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Loan Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, as applicable, be insufficient or become impaired, such Agent 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 such any 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 provided, further, that this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth belowof the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the effected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto), severally agrees to indemnify each Agent (and each Related Party any affiliate thereof), to the extent that such Agent (or such Related Party affiliate) 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent (or any such Related Party affiliate thereof) in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from 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 of a court of competent jurisdictiondecision). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 thereofthereof (determined as of the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the effected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto); and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, fees, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Transaction Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement, the other Transaction Documents or the use of proceeds thereof; 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that (1) in no event shall this sentence require any Lender to indemnify such any 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 (2) this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Applicable Percentage, severally agrees to indemnify each Agent and each Related Party thereofIssuing Bank, to the extent that such Agent or such Related Party Issuing Bank shall not have been reimbursed by any Credit Party (and without limiting any Credit Loan 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party Issuing Bank in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent or such Issuing Bank in any way relating to or arising out of this Agreement, any Letter of Credit or the other Loan Documents; 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 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 any Agent or any Issuing Bank for any purpose shall, in the opinion of such AgentAgent or such Issuing Bank, be insufficient or become impaired, 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 such any Agent or any Issuing Bank 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 Applicable Percentage thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify such any Agent or any Issuing Bank 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofthe Depositary, to the extent that such Agent or such Related Party the Depositary, as the case may be, shall not have been reimbursed by any Credit Party (and without limiting any Credit Loan 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party the Depositary, as the case may be, in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent or the Depositary, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents and including, for the avoidance of doubt, any Indemnified Liabilities of the Agent or the Depositary, as the case may be; provided that provided, no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or the Depositary’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 Depositary, as the case may be, for any purpose shall, in the opinion of such AgentAgent or the Depositary, be insufficient or become impaired, such Agent or the 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 such any Agent or the Depositary, as the case may be, 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 provided, further, this sentence shall not be deemed to require any Lender to indemnify such any Agent or the Depositary, as the case may be, 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Commitment, severally agrees to indemnify each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees, representatives and agents of each Agent and each Related Party thereof(each, an “Indemnitee”), to the extent that such Agent or such Related Party Indemnitee shall not have been reimbursed by any Credit Party (and without limiting any Credit Loan 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party Indemnitee in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Indemnitee in any way relating to or arising out of this Agreement or the other 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such AgentIndemnitee’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 any Agent Indemnitee for any purpose shall, in the opinion of such AgentIndemnitee, be insufficient or become impaired, such Agent 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 such Agent any Indemnitee 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 thereofCommitment proportion; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such Agent any Indemnitee 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent Agent, and each its Related Party thereofParties (each, an “Indemnitee Related Party”), to the extent that such Agent or such Indemnitee 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Indemnitee Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Indemnitee Related Party in any way relating to or arising out of the Obligations, this Agreement or the other 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 (x) 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 such AgentIndemnitee 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 any Agent Indemnitee Related Party for any purpose shall, in the opinion of such AgentIndemnitee Related Party, be insufficient or become impaired, such Agent 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 such Agent any Indemnitee Related Party against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s applicable Pro Rata Share thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify such Agent any Indemnitee Related Party 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses reasonable counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any 110 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in -------- no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to -------- ------- indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any such Credit Party’s obligations under the Credit Documents obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses reasonable counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth belowor, if no Loans or Commitments (Revolver) are outstanding, the Pro Rata Share most recently in ef fect), severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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)Part y, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, fees, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing its duties hereunder or under the duties and functions, of other Transaction Documents or otherwise in its capacity as such Agent under in any way relating to or arising out of this Agreement, the Credit other Transaction Documents or the use of proceeds thereof, including the enforcement of this Agreement or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an AgentTransaction Document; 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient insuf f icient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that (1) in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s applicable Pro Rata Share thereofthereof ; and provided further that this sentence shall not be deemed to require any Lender to indemnify 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 9.6, “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 when any Loans or Commitments remained outstanding).and

Right to Indemnity. Each Lender, Lender severally in proportion to accordance with its applicable Pro Rata Share (determined as set forth below), severally Applicable Percentage agrees to indemnify each Agent and each Related Party thereofIssuing Lender and the officers, directors, employees, agents and advisors and affiliates of each of them to the extent that such Agent or such Related Party Issuing Lender shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including feesincluding, expenses without limitation, counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party Issuing Lender in exercising the powers, rights and remedies, performing its duties hereunder or performing the duties and functions, of such Agent under the Credit Documents Notes or any other documents contemplated by Letter of Credit or referred in any way relating to therein or otherwise in relation to its capacity as an Agentarising out of this Agreement; 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 such 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 any an Agent or Issuing Lender for any purpose shall, in the opinion of such AgentAgent or Issuing Lender, be insufficient or become impaired, 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 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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)Obligor, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other First Priority Term Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other First Priority Term Loan Documents; provided that provided, 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 such Agent’s 's bad faith, 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 for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofof its Affiliates, and each of their respective directors, officers, employees, agents and advisors, to the extent that such Agent or 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, expenses fees and other charges 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 such Agent 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 its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 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 9.6Agreement 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 Agents are not reimbursed for such expenses by 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 when any Loans Borrower or Commitments remained outstanding)another Credit Party.

Right to Indemnity. Each LenderBank, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofthe Administrative Agent, to the extent that such the Administrative Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Facility 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 feescounsel fees and disbursements, expenses and whether incurred in a third party action or in an action to enforce this agreement or any other charges of counselFacility Document) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such the Administrative Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Facility Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentthe Administrative Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such 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 any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such 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 such the Administrative Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderBank’s applicable Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender Bank to indemnify such the Administrative 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderLxxxxx’s applicable Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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)Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each 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 each Related Party thereofits Affiliates, as applicable (each, an “Indemnitee Agent Party”), to the extent that such Indemnitee Agent or 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, suitssuits or other proceedings, costs, expenses (including fees, expenses counsel fees and other charges 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 or any such Related Party (collectively, the “Indemnified Costs”) in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other 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, claims, actions, judgments, suits, costs, expenses or disbursements Indemnified Costs resulting from such AgentIndemnitee 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 any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, 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 such any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement Indemnified Costs in excess of such Lender’s applicable 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 such Agent against or 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 9.6, “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 when any Loans or Commitments remained outstanding)other Person.

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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)Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that what soever which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting that arise from 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified indem nified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender -------- to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be -------- deemed to require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the proviso in to the immediately preceding sentence. For purposes of this Section 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Committed Percentage, severally agrees to indemnify each of the Arranger, the Documentation Agent and each Related Party thereofthe Administrative Agent, to the extent that such Agent or such Related Party agent shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Company, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party agent in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch agent 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s 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 any the Arranger, the Documentation Agent and the Administrative Agent for any purpose shall, in the opinion of such Agentagent, be insufficient or become impaired, such Agent 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 such the Arranger, the Documentation Agent or the Administrative 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 's Committed Percentage thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify such the Arranger, the Documentation Agent or the Administrative 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify such any 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 provided, further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each the Administrative Agent and each Related Party thereofof its Affiliates, and each of the foregoing’s officers, partners, directors, trustees, employees, advisors, agents and sub-agents, to the extent that such the Administrative Agent or such Related Party shall not have been reimbursed by any Credit Loan Party (and but without limiting any Credit such Loan Party’s reimbursement obligations under the Credit Documents to do sohereunder), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses fees and other charges 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 such the Administrative Agent or any such Related Party of its Affiliates, or any of the foregoing’s officers, partners, directors, trustees, employees, advisors, agents or sub-agents, in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentthe Administrative Agent 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative 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 any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such 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 such the Administrative Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify such the Administrative 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 Without limiting the foregoing, each Xxxxxx agrees to reimburse the Administrative Agent 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 #96335426v19 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 its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that the Administrative Agent are not reimbursed for such expenses by the Company or another Loan Party. Amounts payable pursuant to this Section 9.6, “Pro Rata Share” 11.16 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 when any Loans or Commitments remained outstanding)payable on demand.

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any limitation of each Credit Party’s obligations under the Credit Documents hereunder to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses and other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each the Agent and its stockholders, directors, officers, employees, agents, attorneys and Affiliates (each Related Party thereofan "Indemnified Agent Person"), to the extent that such the Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Indemnified Agent or any such Related Party Person in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentthe Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such the 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 any the Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such the 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 such the Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; , and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such the 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each the Agent and each Related Party thereofthe Co-Agents, to the extent that such the Agent or such Related Party any Co-Agent shall not have been reimbursed by the Company or any Credit other Loan Party (and without limiting within 30 days of delivery by the Agent or any Credit Party’s obligations under Co-Agent to the Credit Documents to do so)Company of a written request for reimbursement, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including feesincluding, expenses without limitation, counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such the Agent or any such Related Party Co-Agent in exercising the powers, rights and remedies, performing its duties hereunder or performing the duties and functions, of such Agent under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentthe Agent or a Co-Agent 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such the Agent’s 's or any Co-Agent's gross negligence or willful misconduct, as determined misconduct or for any expenses incurred by a final, nonthe Agent or any Co-appealable judgment Agent prior to the Restatement Closing Date; provided further that upon the consummation of an assignment of all or any portion of a court Lender's interest under the Loan Documents in accordance with subsection 8.1 of competent jurisdictionthis Agreement (including without limitation the requirements that (i) the assignee assume all obligations (or the applicable percentage thereof) of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent or any Co-Agent for any purpose shall, in the opinion of the Agent or such Co-Agent, be insufficient or become impaired, the Agent or such Co-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 . The Agent and Co-Agents shall this sentence require remit to each applicable Lender its allocable share of any Lender to indemnify such Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess recovery from the Company of amounts previously paid by such Lender’s applicable Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as such Agent in any way relating to or arising out of this Agreement or the other 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify such any 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 provided, further, that this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or such Related Party shall has 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent under this Agreement or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agent; provided that such Agent in any way relating to or arising out of this Agreement or the other Credit Documents, but no Lender shall will be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shallwill, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that , but in no event shall will this sentence require any Lender to indemnify such any 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 will not be deemed to require any Lender to indemnify such any 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 9.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at resulting from such time all the Commitments shall have terminated and all the Loans shall have been repaid in fullAgent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of the time most recently prior thereto when any Loans or Commitments remained outstanding)a court of competent jurisdiction.

Right to Indemnity. Each Lender, The Lenders of each Lending Unit in proportion to its applicable their Lending Unit's Pro Rata Share (determined as set forth below)Share, severally agrees with the Lenders of each other Lending Unit agree to indemnify each Agent (and each Related Party thereoftheir respective directors, officers, employees and agents), to the extent that such Agent (or such Related Party any of their respective directors, officers, employees and agents) shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligations under the Credit Documents to do so)Company or Borrowers, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including feesincluding, expenses without limitation, counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent (or any such Related Party their respective directors, officers, employees and agents) in exercising performing its duties hereunder or under this Agreement or the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s 's (or any such director's, officer's, employee's or agent's) gross negligence or willful misconduct, as finally determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 furnished but shall not be deemed to require include any Lender to indemnify such losses suffered by an Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense under subsection 2.1C(iv) or disbursement described in the proviso in the immediately preceding sentence. For purposes otherwise as a result of this Section 9.6, “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 when any Loans or Commitments remained outstanding)another Lender's default hereunder.

Right to Indemnity. Each DIP Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each DIP Agent, their Affiliates and their respective officers, partners, directors, trustees, employees, representatives and agents of DIP Agent and each Related Party thereof(each, an “Indemnitee Agent Party”), to the extent that such Indemnitee Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Indemnitee Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other 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 DIP AGENT; provided provided, that no DIP Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such AgentIndemnitee Agent Party’s 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 any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, 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 DIP Lender to indemnify such any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such DIP Lender’s applicable Pro Rata Share thereof; and provided further further, that this sentence shall not be deemed to require any DIP Lender to indemnify such any Indemnitee Agent Party 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent, their Affiliates and their and their Affiliates’ respective officers, partners, directors, members, managers, trustees, employees, advisors, consultants, administrators, agents, sub-agents and representatives of each Agent and each Related Party thereof(each, an “Indemnitee Agent Party”), to the extent that such Indemnitee Agent or 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Indemnitee Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other 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 that provided, 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 such AgentIndemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment order; provided, however, no action taken in accordance with the consent or at the request of the Requisite Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) or upon a court Direction of competent jurisdictionthe Requisite Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, 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 such any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s applicable Pro Rata Share thereof; and provided further that provided, further, this sentence shall not be deemed to require any Lender to indemnify such any Indemnitee Agent Party 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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)Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any 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 further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)at the time any claim therefor is made, severally agrees to indemnify each Agent and each Related Party thereofthe Administrative Agent, to the extent that such the Administrative Agent or such Related Party shall not have been reimbursed by any Credit Party the Borrower (and but without limiting any Credit Partyor otherwise affecting the Borrower’s obligations under the Credit Documents to do soreimbursement obligations), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such the Administrative Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentthe Administrative Agent in any way relating to or arising out of this Agreement or the other Credit Documents; 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 such 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 any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such 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 such the Administrative Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s applicable Pro Rata Share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify such the Administrative 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofthe Issuing Bank, to the extent that such Agent or such Related Party the Issuing Bank 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, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party the Issuing Bank in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the other Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’’s or the 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 any Agent or the Issuing Bank for any purpose shall, in the opinion of such AgentAgent or the Issuing Bank, be insufficient or become impaired, such Agent or the 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 such any Agent or the Issuing Bank 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 further, this sentence shall not be deemed to require any Lender to indemnify such any Agent or the Issuing Bank 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)on a pro rata basis, severally agrees to indemnify each Agent the Administrative Agent, L/C Issuers, Swing Line Lenders and each Related Party thereofthe Foreign Currency Lenders, to the extent that such Agent the Administrative Agent, L/C Issuers, Swing Line Lenders or such Related Party the Foreign Currency Lenders shall not have been reimbursed by any Credit Loan Party (and without limiting any Credit Party’s obligations under the Credit Documents its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent the Administrative Agent, L/C Issuers, Swing Line Lenders or any such Related Party Foreign Currency Lenders in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentthe Administrative Agent 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, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s, an L/C Issuer’s, a Swing Line Lender’s or a 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 any Agent the Administrative Agent, an L/C Issuer, a Swing Line Lender or a Foreign Currency Lender for any purpose shall, in the opinion of the Administrative Agent, such AgentL/C Issuer, such Swing Line Lender or such Foreign Currency Lender, as applicable, be insufficient or become impaired, the Administrative Agent, such Agent L/C Issuer, such Swing Line Lender or such 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 such Agent the Administrative Agent, an L/C Issuer, a Swing Line Lender or a Foreign Currency Lender 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 pro rata share thereof; and provided further provided, further, that this sentence shall not be deemed to require any Lender to indemnify such Agent the Administrative Agent, an L/C Issuer, a Swing Line Lender or a Foreign Currency Lender 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally agrees to indemnify each Agent and each Related Party thereofAgent, to the extent that such Agent or 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)Obligor, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, expenses counsel fees and other charges of counseldisbursements) 97 or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other First Priority Term Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Agent in any way relating to or arising out of this Agreement or the other First Priority Term Loan Documents; provided that provided, 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 such Agent’s 's bad faith, 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 for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that provided, in no event shall this sentence require any Lender to indemnify such any Agent against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable 's Pro Rata Share thereof; and provided further that further, this sentence shall not be deemed to require any Lender to indemnify such any 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 9.6, “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 when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent and each Related Party thereof, to the extent that such Agent or 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, expenses and other charges of counsel) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party in exercising the powers, rights and remedies, or performing the duties and functions, of such Agent under the Credit Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an 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 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 any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify 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 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 9.6, “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 DMFIRM #406105327 v2 193 terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below)Share, severally severally, but not jointly, agrees to indemnify each the Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee Agent Party”), and each Related hold such Indemnitee Agent Party thereof, harmless to the extent that such Indemnitee Agent or 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)Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including fees, documented out-of-pocket costs and expenses and other charges of counselall reasonable counsel fees) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against such Indemnitee Agent or any such Related Party in exercising the its powers, rights and remedies, remedies or performing the its duties and functions, of such Agent hereunder or under the Credit other Loan Documents or any other documents contemplated by or referred to therein or otherwise in relation to its capacity as an Agentsuch Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other 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 AGENT PARTY; provided that provided, 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 such AgentIndemnitee 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 any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, 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 such any Indemnitee Agent Party 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 provided, further, this sentence shall not be deemed to require any Lender to indemnify such any Indemnitee Agent Party 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 9.6, “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 when any Loans or Commitments remained outstanding).