Common use of Right to Indemnity Clause in Contracts

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Parties, to the extent that Administrative Agent and each of its Related Parties shall not have been indefeasibly paid by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demand, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document or otherwise in its capacity as Administrative Agent in any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Administrative Agent resulting primarily solely from Administrative Agent’s gross negligence negligence, bad faith or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative Agent is required to be reimbursed by Borrower under the Loan Documents and each of its Related Parties shall not have been indefeasibly paid so reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (includingthe Borrower, and without limiting is obligation to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demanddo so, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent, Documentation Agent and each of its Related Parties, Syndication Agent to the extent that Administrative Agent and each of its Related Parties such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent such Person in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent, Documentation Agent or Syndication Agent, respectively, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s the gross negligence or willful misconduct as determined by a court of competent jurisdiction by final the indemnified Person. If any indemnity furnished to Administrative Agent, Documentation Agent or Syndication Agent for any purpose shall, in the opinion of such Person, be insufficient or become impaired, such Person may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and the officers, directors, employees, agents, attorneys, professional advisors and affiliates of each of its Related Parties, them to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or and other such Persons in exercising its the powers, rights and remedies of Agent or performing its duties of Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Agent resulting primarily from Administrative such Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to Agent or any other such Person for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document AXEL Loan Documents or otherwise in its capacity as Administrative such Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingAXEL Loan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative such Agent’s 's gross negligence or willful misconduct as determined by a court and provided further that any such indemnification of competent jurisdiction by final the Collateral Agent shall be on the terms described in section 6(c) of the Intercreditor Agreement. 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 non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished (excluding any indemnity for its gross negligence or will misconduct).

Right to Indemnity. Each Lender, in proportion to its Pro Rata SharePercentage, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, -------- obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative any Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any 156 indemnity furnished to any Agent for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or other such Persons in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Credit Documents, any related document Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingCredit Documents; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Administrative Agent resulting primarily from Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of competent jurisdiction by final Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent, Collateral Agent, Documentation Agent and each of its Related Parties, Syndication Agent to the extent that Administrative Agent and each of its Related Parties such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent such Person in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent, Collateral Agent, Documentation Agent or Syndication Agent, respectively, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s the gross negligence or willful misconduct as determined by a court of competent jurisdiction by final the indemnified Person. If any indemnity furnished to Administrative Agent, Collateral Agent, Documentation Agent or Syndication Agent for any purpose shall, in the opinion of such Person, be insufficient or become impaired, such Person may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative each Agent (and each of its Related Partiesrespective affiliates and partners), to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent Agent, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that -------- no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative any Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If the amount of competent jurisdiction by final 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 non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Aggregate Pro Rata Share, severally agrees to indemnify Administrative each Agent and each of its Related Partiestheir respective officers, directors, employees, agents, attorneys, professional advisors and Affiliates, to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, but not limited to reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by such Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent or such other Person, in exercising its powers, rights and remedies or performing the performance by such Agent of its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent Agent, in any way relating to or arising out of this Agreement or the other actLoan Documents, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of as the foregoingcase may be; provided, provided that no Lender shall be liable to such Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s the gross negligence or willful misconduct as determined by a court of competent jurisdiction by final such Agent. 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 non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent, Documentation Agent and each of its Related Parties, Syndication Agent to the extent that Administrative Agent and each of its Related Parties such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent such Person in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent, Documentation Agent or Syndication Agent, respectively, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily solely from Administrative Agent’s the gross negligence or willful misconduct as determined by a court of competent jurisdiction by final the indemnified Person. If any indemnity furnished to Administrative Agent, Documentation Agent or Syndication Agent for any purpose shall, in the opinion of such Person, be insufficient or become impaired, such Person may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and affiliates, to the extent that Administrative Agent and each of its Related Parties or such Peron shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and xxx all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of competent jurisdiction by final Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, Bank severally agrees to indemnify Administrative each Agent and each of Issuing Bank in accordance with its Related Parties, Pro Rata Share to the extent that Administrative such Agent and each of its Related Parties or Issuing Bank shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent or Issuing Bank in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or any Letter of Credit Documents, any related document or otherwise in its capacity as Administrative Agent in any other act, event way relating to or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any arising out of its Related Persons under or with respect to any of the foregoingthis Agreement; provided, provided that no Lender Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative an Agent’s 's gross negligence or willful misconduct as determined by misconduct; provided further that nothing in this Section 8.04 shall affect any right that a court Bank may have against an Issuing Bank under Section 2.15(f)(ii). If any indemnity furnished to an Agent or Issuing Bank for any purpose shall, in the opinion of competent jurisdiction by final such Agent or Issuing Bank, be insufficient or become impaired, such Agent or Issuing Bank may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Aggregate Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesPrimary Agent, to the extent that Administrative such Primary Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, but not limited to reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever what- 118 125 soever which may be imposed on, incurred by or asserted against Administrative Agent such Primary Agent, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent or Primary Documentation Agent, in any way relating to or arising out of this Agreement or the other actLoan Documents, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of as the foregoingcase may be; provided, provided that no Lender shall be liable to such Primary Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s the gross negligence or willful misconduct as determined by a court of competent jurisdiction by final such Primary Agent. If any indemnity furnished to any Primary Agent for any purpose shall, in the opinion of such Primary Agent be insufficient or become impaired, such Primary Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative each Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the 509265-1822-13506-Active.15159325.22 extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party Company (including, and without limiting Company’s obligation to the extent not indemnified pursuant to Section 2.16(edo so), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demand, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative an Agent or such other Person in exercising its the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting primarily solely from Administrative such Agent’s gross negligence or negligence, willful misconduct or breach of obligations as determined by a final non-appealable judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to an Agent or any 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 non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative any Agent’s 's 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 except against gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and 109 CREDIT AGREEMENT disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by the Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent or such other Person in exercising its the powers, rights and remedies of the Administrative Agent or performing its duties of the Administrative Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Administrative Agent resulting primarily solely from the Administrative Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to the Administrative Agent or any other such Person for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Documentation Agent, Syndication Agent or Administrative Agent Agent, as the case may be, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 119 disbursements resulting primarily from Administrative any Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by Borrower or any other Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandParty, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by or asserted against Administrative Agent or any other such Persons in exercising its the powers, rights and remedies of Administrative Agent or performing its duties hereunder of Administrative Agent hereunder, under the Seller Subordination Agreement or under the other Credit Documents, any related document Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement, the Seller Subordination Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingCredit Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Administrative Agent resulting primarily from Administrative Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent and each of its Related PartiesAgent, to the extent that the Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from the Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such -------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative any Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insuffi cient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by the Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent or such other Person in exercising its the powers, rights and remedies of the Administrative Agent or performing its duties of the Administrative Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Administrative Agent resulting primarily solely from the Administrative Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity CHAR1\1732468v1CHAR1\1735441v5 furnished to the Administrative Agent or any other such Person for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and affiliates, to the extent that Administrative Agent and each of its Related Parties or such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the reasonable opinion of competent jurisdiction by final Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Aggregate Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesPrimary Agent, to the extent that Administrative such Primary Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, but not limited to reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent such Primary Agent, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent or a Primary Agent, in any way relating to or arising out of this Agreement or the other actLoan Documents, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of as the foregoingcase may be; provided, provided that no Lender shall be liable to such Primary Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s the gross negligence or willful misconduct as determined by a court of competent jurisdiction by final such Primary Agent. If any indemnity furnished to any Primary Agent for any purpose shall, in the opinion of such Primary Agent be insufficient or become impaired, such Primary Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by Borrower or any other Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandParty, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by or asserted against Administrative Agent or any other such Persons in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Credit Documents, any related document Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingCredit Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Administrative Agent resulting primarily from Administrative Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent, Collateral Agent, Documentation Agent and each of its Related Parties, Syndication Agent to the extent that Administrative Agent and each of its Related Parties such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent such Person in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent, Collateral Agent, Documentation Agent or Syndication Agent, respectively, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s the gross negligence or willful misconduct as determined by a court of competent jurisdiction by final the indemnified Person. If any indemnity furnished to Administrative Agent, Collateral Agent, Documentation Agent or Syndication Agent for any purpose shall, in the opinion of such Person, be insufficient or become impaired, such Person may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Senior Lender, in proportion to its Aggregate Pro Rata Share, severally agrees to indemnify Collateral Agent, and in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative Agent and each of its Related Parties they shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Collateral Agent and Administrative Agent Agent, respectively, in exercising its powers, rights and remedies or performing its their duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity their respective capacities as Collateral Agent and Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, no Lender however, that Senior Lenders, collectively and individually, shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s the gross negligence or willful misconduct of Collateral Agent or Administrative Agent. If any indemnity furnished to Collateral Agent or Administrative Agent for any purpose shall, in their respective opinions, be insufficient or become impaired, Collateral Agent or Administrative Agent, as determined by a court of competent jurisdiction by final applicable, may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and affiliates, to the extent that Administrative Agent and each of its Related Parties or such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily solely from Administrative Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or and other such Persons in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or 86 Credit Agreement arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Administrative Agent resulting primarily solely from Administrative Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Administrative Agent and each of its Related PartiesAgent, to the extent that such Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Priority Secured Loan Documents or otherwise in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingPriority Secured Loan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from such Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to an Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, Lender severally in proportion to accordance with its Pro Rata Share, severally Applicable Percentage agrees to indemnify the Administrative Agent and the officers, directors, employees, agents and advisors and affiliates of each of its Related Parties, them to the extent that the Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Notes or otherwise in its capacity as Administrative Agent in any other act, event way relating to or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any arising out of its Related Persons under or with respect to any of the foregoingthis Agreement; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from the Administrative Agent’s gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent and each of its Related PartiesAgent, to the extent that the Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Security Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the other actSecurity Documents, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from the Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to the Administrative Agent for any purpose in connection with its performance of competent jurisdiction by final its duties hereunder or under any other Security Document shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent, Syndication Agent or Documentation Agent, as the case may be, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative any Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesrespective officers, directors, employees or agents to the extent that Administrative Agent and each of its Related Parties such officers, directors, employees or agents shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, suits and reasonable costs and expenses (including including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent and such officers, directors, employees or agents in exercising its or their powers, rights and remedies or performing its or their duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its or their capacity as Administrative Agent or as an officer, director, employee or agent of Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's or such officer's, director's, employee's or agent's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to Agent or any such officer, director, employee or agent for any purpose shall, in the opinion of competent jurisdiction by final Agent or such officer, director, employee or agent be insufficient or become impaired, Agent or such officer, director, employee or agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or and other such Persons in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Administrative Agent resulting primarily solely from Administrative Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative each Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative an Agent or any other such Persons in exercising its the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting primarily from Administrative such Agent’s gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent Agent, Co-Lead Arrangers and each of its Related Partiestheir officers, directors, employees, agents, attorneys, professional advisors and affiliates, to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such other Persons in exercising its powers, rights and remedies or performing its duties as an Administrative Agent or Co-Lead Arranger hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent or Co-Lead Arranger in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's or any Co-Lead Arranger's gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent and/or Co-Lead Arrangers may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent Agents and the officers, directors, employees, agents, attorneys, professional advisors and affiliates of each of its Related Parties, them to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative an Agent or and other such Persons in exercising its the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative an Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become 107 116 impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative each Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party Holdings (including, and without limiting Holdings’ obligation to the extent not indemnified pursuant to Section 2.16(edo so), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demand, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such other Person in exercising its the powers, rights and remedies of Agent or performing its duties of Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Agent resulting primarily solely from Administrative Agent’s gross negligence or negligence, willful misconduct or breach of obligations as determined by a final non-appealable judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to Agent or any 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 non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Syndication Agent or Administrative Agent Agent, as the case may be, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, -------- obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative any Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each the officers, directors, employees, agents, attorneys, professional advisors and affiliates of its Related Parties, Agent to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses other than with respect to taxes (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or and other such Persons in exercising its the powers, rights and remedies of Agent or performing its duties of Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such -------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to Agent or any other such Person for any purpose shall, in the opinion of competent jurisdiction by final Agent, be insufficient or become impaired, Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative each Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative an Agent or any other such Persons in exercising its the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way 137 relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting primarily from Administrative such Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative each of Agent and each of its Related PartiesCo-Agent, to the extent that Administrative Agent and each of its Related Parties or such Co-Agent, as the case may be, shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Co-Agent, as the case may be, in exercising its powers, rights and remedies or performing its duties hereunder or under the this Agreement or other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent or Co-Agent, as the case may be, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative Agent’s 's or such Co-Agent's gross negligence or willful misconduct misconduct. If any indemnity furnished to Agent or any Co-Agent, as determined by a court the case may be, for any purpose shall, in the opinion of competent jurisdiction by final Agent or such Co-Agent, as the case may be, be insufficient or become impaired, Agent or such Co-Agent, as the case may be, may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to defend, indemnify and hold harmless Administrative Agent and each of its Related PartiesSole Lead Arranger and their respective officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent Agent, Sole Lead Arranger or such other Person in exercising its their respective powers, rights and remedies or performing its their respective duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from of Administrative Agent’s , Sole Lead Arranger or such other Person resulting solely from their respective gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgmentjudgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent, Sole Lead Arranger or any other such Person for any purpose shall, in the opinion thereof, be insufficient or become impaired, Administrative Agent, Sole Lead Arranger or such other Person may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent Agents and the officers, directors, employees, agents, attorneys, professional advisors and affiliates of each of its Related Parties, them to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative an Agent or and other such Persons in exercising its the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative an Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Administrative Agent resulting primarily solely from Administrative Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Administrative Agent resulting primarily solely from such Administrative Agent’s gross negligence negligence, bad faith or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Term Loan Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative each Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by the Borrower or any Credit Party (including, to member of the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrower Group, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative any Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Term Loan Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative such Agent’s gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of competent jurisdiction by final such Agent be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements with respect to an Agent to the extent resulting primarily from Administrative such Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgment.cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. 127

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent and each of its Related Parties, to the extent that the Administrative Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any fees payable pursuant to Section 2.3B or any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from the Administrative Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of competent jurisdiction by final the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative each Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandLoan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative an Agent or and other such Persons in exercising its the powers, rights and remedies of an Agent or performing its duties of an Agent 126 hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting primarily from Administrative such Agent’s 's gross negligence or willful misconduct as determined by a court misconduct. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of competent jurisdiction by final such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative each Agent and each of its Related Partiesofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that Administrative Agent and each of its Related Parties any such Person shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative an Agent or any other such Persons in exercising its the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent or such other Person resulting primarily solely from Administrative such Agent’s 's or such other Person's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction by final jurisdiction. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent or such other Person, be insufficient or become impaired, such Agent or such other Person may call for additional indemnity and non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and each of its Related PartiesAgent, to the extent that Administrative such Agent and each of its Related Parties shall not have been indefeasibly paid reimbursed by any Credit Party (including, to the extent not indemnified pursuant to Section 2.16(e), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender), promptly upon demandCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents, any related document Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoingLoan Documents; provided, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting primarily from Administrative any Agent’s 's gross negligence or willful misconduct as determined by a court of competent jurisdiction by final 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 non-appealable judgmentcease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.