Common use of Right to Indemnity Clause in Contracts

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to the extent that the applicable Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each caseApplicable Percentage, severally agrees to indemnify the Administrative Agent and each other Agent, in each caseIssuing Bank, to the extent that the applicable Administrative Agent or such Issuing Bank shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 or such Agent Issuing Bank in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as Administrative Agent or such Agent Issuing Bank in any way relating to or arising out of this Agreement Agreement, any Letter of Credit or the other Credit Loan Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such the Administrative Agent’s or such Issuing Bank’s gross negligence negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.02) shall constitute gross negligence or willful misconduct). If any indemnity furnished to the Administrative Agent or any Agent Issuing Bank for any purpose shall, in the opinion of the Administrative Agent or such AgentIssuing Bank, be insufficient or become impaired, the Administrative Agent or such Agent Issuing Bank may call for additional indemnity and cease, or not commence, to do the acts indemnified against until 90 such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify the Administrative Agent or any Agent Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share Applicable Percentage thereof; and provided provided, further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent or any Agent Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share (determined as of Term Loans severally agrees the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share the effected Class of Revolving Commitments severally agrees Loans or Revolving Commitments, such determination shall be made immediately prior to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casegiving effect thereto), severally agrees to indemnify each other Agent, in each caseAgent (and any affiliate thereof), to the extent that the applicable such Agent (or such affiliate) shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent (or any affiliate thereof) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s (or such affiliate’s) gross negligence or willful misconduct, misconduct (as determined by a final, court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictiondecision). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereofthereof (determined as of the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the effected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto); and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, 120 suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan LenderThe Lenders, in proportion to its their respective Pro Rata Share Shares (calculated as determined under the definition of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its “Pro Rata Share, in each case” with the Revolving Loan Exposure of any Defaulting Lender excluded from the denominator), severally agrees and not jointly agree to indemnify each other Agent (including any sub-agent of Administrative Agent) and the Issuing Lender and their respective Affiliates and their and their respective Affiliates’ respective officers, in each casedirectors, employees, agents, trustees, attorneys and professional advisors to the extent that the applicable Agent any such Person shall not have been reimbursed by any Credit PartyCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents or the Issuing Lender) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent, the Issuing Lender or such Agent other Person in exercising its the powers, rights and remedies of an Agent or Issuing Lender, as the 135 case may be, or performing its duties of an Agent or Issuing Lender, as the case may be, hereunder or under the other Credit Loan Documents or otherwise in its capacity as such Agent or Issuing Lender, as applicable, in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from any such Agent’s gross negligence or willful misconduct, misconduct as determined by a final, non-appealable final and nonappealable judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent, the Issuing Lender, or any Agent other such Person for any purpose shall, in the opinion of such AgentAgent or the Issuing Lender, as the case may be, be insufficient or become impaired, such Agent or the Issuing Lender may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event . All amounts due under this subsection 9.4 shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall be payable not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencelater than ten (10) Business Days after demand therefore.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share (determined as of Term Loans severally agrees the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share the effected Class of Revolving Commitments severally agrees Loans or Revolving Commitments, such determination shall be made immediately prior to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casegiving effect thereto), severally agrees to indemnify each other Agent, in each caseAgent (and any affiliate thereof), to the extent that the applicable such Agent (or such affiliate) shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent (or any affiliate thereof) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s (or such affiliate’s) gross negligence or willful misconduct, misconduct (as determined by a final, court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictiondecision). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereofthereof (determined as of the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the effected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto); and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Agent shall be fully justified in ------------------ failing or refusing to take any action under this Agreement or any other Loan Document or in relation hereto or thereto unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to satisfaction by the extent that the applicable Agent shall not have been reimbursed by any Credit Party, for and Lenders against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees liability and disbursements) expense which it may incur by reason of taking or disbursements of continuing to take any kind or nature whatsoever which may be imposed on, incurred by or asserted against such action. The Lenders further agree to indemnify each Agent ratably in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable accordance with their Percentages for any portion of such and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any such Agent’s gross negligence kind and nature whatsoever which may be imposed on, incurred by or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, asserted against such Agent may call for additional indemnity and ceasein any way relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not commenceindemnified by the Borrower pursuant to Section ------- 10.4 or with respect to which the Borrower has failed to fully honor its ---- indemnification obligations under Section 10.4; provided, to do the acts indemnified against until however, that no such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any ------------ -------- ------- liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of results solely from such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed Agent's gross negligence or willful misconduct. Each Lender agrees to require any Lender to indemnify any reimburse each Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso amount of its pro rata share of any out-of-pocket expenses for which such Agent is entitled to receive, but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 9.7 shall survive the immediately preceding sentencepayment and ----------- fulfillment of the Obligations and termination of this Agreement.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each LenderPurchaser, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other the Note Agent and the Collateral Agent, in each case, to the extent that the applicable such Agent shall not have been timely reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents, to include, without limitation, all Indemnified Liabilities; provided provided, no Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any the Note Agent or the Collateral Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender Purchaser to indemnify any the Note Agent or the Collateral Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderPurchaser’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender Purchaser to indemnify any the Note Agent or the Collateral Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share the percentage equivalent at such time of Term such Lender's aggregate unpaid principal amount of the Lender's Loan, divided by the aggregate unpaid principal amount of all Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) made by each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other AgentCollateral Agent and his employees, in each caseagents, attorneys, professional advisors and affiliates to the extent that the applicable Agent any such Person shall not have been reimbursed by any Credit PartyBorrower pursuant to the terms hereof, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Collateral Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Collateral Agent or such Agent other Persons in exercising its the powers, rights and remedies of Collateral Agent or performing its the duties of Collateral Agent hereunder or under the other Credit Loan Documents or otherwise in its capacity as such Collateral Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Collateral Agent resulting from any such Collateral Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Collateral Agent or other Persons for any purpose shall, in the opinion of such Collateral Agent, be insufficient or become impaired, such Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan LenderPurchaser, in proportion to its Pro Rata Share pro rata share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share the outstanding principal amount of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casethe Notes held by such Purchaser, severally agrees to indemnify each other Agentthe Collateral Agent and its officers, in each casedirectors, employees, agents, attorneys, professional advisors and Affiliates to the extent that the applicable Agent any such Person shall not have been reimbursed by any Credit Partythe Note Parties, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by the Collateral Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent or such Agent other Person in exercising its the powers, rights and remedies of the Collateral Agent or performing its duties of the Collateral Agent hereunder or under the other Credit Note Documents or otherwise in its capacity as such the Collateral Agent in any way relating to or arising out of this Agreement or the other Credit Note Documents; provided that no Lender Purchaser shall be liable for any portion of such 110 liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Collateral Agent resulting solely from any such the Collateral Agent’s gross negligence negligence, bad faith or willful misconduct, misconduct as determined by a final, non-appealable final and nonappealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Collateral Agent or any Agent other such Person for any purpose shall, in the opinion of such the Collateral Agent, be insufficient or become impaired, such the Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share pro rata share of Term the aggregate outstanding principal amount of Loans severally agrees to indemnify Term Administrative Agentof all Lenders (or if no Loans are outstanding, (b) each the Revolving Lender, in proportion to its Pro Rata Share Loan Commitments of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each caseall Lenders), severally agrees to indemnify each other Agent, in their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each caseAgent (each, an “Indemnitee Agent Party”), to the extent that the applicable such Indemnitee Agent Party shall not have been reimbursed by any Credit Partythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such AgentIndemnitee Agent Party’s gross negligence or willful misconduct, misconduct as determined by a final, non-non- appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereofpro rata share of the aggregate outstanding principal amount of Loans of all Lenders; and provided further, this sentence shall not 81 be deemed to require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other the Agent, in each case, to the extent that the applicable Agent shall not have been reimbursed by Borrower or any Credit Partyother Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursement, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 the Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such the Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such the Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment ; PROVIDED FURTHER that upon the consummation of an assignment of all or any portion of a court Lender's interest under the Loan Documents in accordance with this Agreement (including without limitation the requirements that (i) the assignee assume all obligations (or the applicable percentage thereof) of competent jurisdictionthe assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to any the Agent for any purpose shall, in the opinion of such the Agent, be insufficient or become impaired, such the Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event . The Agent shall this sentence require remit to each applicable Lender its allocable share of any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense recovery from Borrower or disbursement in excess another Loan Party of amounts previously paid by such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Administrative Agent shall be fully justified in failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share satisfaction by the Lenders against any and all liability and expense which it may incur by reason of Term Loans severally agrees taking or continuing to take any such action. The Lenders agree to indemnify Term the Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each caseAgents, to the extent that the applicable Agent shall not have been reimbursed by any Credit Partythe US Borrower or the Canadian Borrower under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the US Administrative Agent or the Canadian Administrative Agent as agent in any way relating to or arising out of this Agreement, the Notes or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including the costs and expenses which any Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedother documents; provided in no event shall this sentence require any Lender to indemnify any Agent against any such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the US Administrative Agent or the Canadian Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in excess the event the US Administrative Agent or the Canadian Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which either the US Borrower or the Canadian Borrower is obligated to pay under this Agreement, the US Administrative Agent or the Canadian Administrative Agent shall remit to the Lenders the amount of such costs and expenses to the extent subsequently paid by the US Borrower or the Canadian Borrower, as the case may be, such remittance to be in accordance with the proportionate amount of the indemnification made by each respective Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casedetermined as set forth below), severally agrees to indemnify each other Agent, in each caseAgent (and any sub-agent thereof) and any Related Party of any of the foregoing, to the extent that the applicable such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by any Credit PartyParty and to the extent a Credit Party was required to make such reimbursement, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel reasonable fees and disbursementsdisbursements of counsel) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by or asserted against such Agent (or any sub-agent thereof) or any such Related Party in exercising its the powers, rights and remedies remedies, or performing its duties hereunder or the duties, of such Agent under the other Credit Documents or otherwise in relation to its capacity as an Agent (including with respect to any action taken by such Agent in any way relating prior to or arising out the date of this Agreement or in connection with the other Credit Documentscredit facilities provided for herein); provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any an Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, further that this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. For purposes of this Section 9.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto when any Loans or Commitments remained outstanding).

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share Lender Percentage (determined as of Term Loans severally agrees to indemnify Term Administrative Agent, the time that the applicable indemnity payment or unreimbursed amount is sought (b) each Revolving Lenderor if such indemnity payment or unreimbursed amount is sought after the date on which the Loan has been paid in full, in proportion accordance with its Lender Percentage immediately prior to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, the date on which the Loan is paid in proportion to its Pro Rata Share, in each casefull)), severally agrees to indemnify each other Agent, in each case, to the extent that the applicable Agent shall not have been reimbursed by (and any Credit Party, sub-agents thereof) and their respective Related Parties upon demand for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent or any Related Parties thereof in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Transaction Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Transaction Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Transaction Document or otherwise payable by the Agent to such Lender from any source against any amount due to the Agent or any Related Party thereof under this Section 8.6. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereofLender Percentage thereof (determined as of the time that the applicable indemnity payment or unreimbursed amount is sought (or if such indemnity payment or unreimbursed amount is sought after the date on which the Loan has been paid in full, in accordance with its Lender Percentage immediately prior to the date on which the Loan is paid in full)); and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencefirst sentence of this Section 8.6. The undertaking in this Section 8.6 shall survive the payment of all Secured Obligations and the resignation and/or replacement of the Agent.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agentof Administrative Agent (or any sub-agent thereof), in each caseCollateral Agent (or any sub-agent thereof), Swing Line Lender and Issuing Bank, to the extent that Administrative Agent (or any sub-agent thereof), Collateral Agent (or any sub-agent thereof), Swing Line Lender or Issuing Bank, as the applicable Agent case may be, shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Administrative Agent (or any sub-agent thereof), Collateral Agent (or any sub-agent thereof), Swing Line Lender and Issuing Bank, as the case may be, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its respective capacity as such Agent hereunder in any way relating to or arising out of this Agreement or the other Credit DocumentsDocuments (provided that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, were incurred by or asserted against Administrative Agent (or any such sub-agent), Collateral Agent (or any sub-agent thereof), Swing Line Lender or Issuing Bank in its capacity as such); provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, as determined by to the extent they are found in a final, non-appealable nonappealable judgment of a court of competent jurisdiction. If jurisdiction to have resulted primarily from the gross negligence or willful misconduct of Administrative Agent (or any indemnity furnished to such sub-agent), Collateral Agent (or any Agent for any purpose shallsub-agent thereof), in Swing Line Lender or Issuing Bank, as the opinion of such Agent, be insufficient or become impaired, such Agent case may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencebe.

Right to Indemnity. (a) Each Term Loan Subject to the next sentence of this paragraph, each Lender, in proportion to its Pro Rata Share (as defined in clause (i) of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share the definition of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casesuch term), severally agrees to indemnify each other the Administrative Agent, in each case, to the extent that the applicable Administrative Agent shall not have been reimbursed by any Credit PartyGSRP, for and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, 180 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 the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Security Documents or otherwise in its capacity as such the Administrative Agent in any way relating to or arising out of this Agreement or the other Credit Security Documents; , 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 from any such the Administrative Agent’s 's gross negligence or willful misconduct. With respect to any liabilities, as determined obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements which may be imposed on, incurred by or asserted against the Administrative Agent in performing its duties under the Steamboat Security Documents at the instructions of the Steamboat Required Lenders, under the Canyons Security Documents at the instructions of the Canyons Required Lenders, under the *Sugarbush Security Documents at the instructions of the *Sugarbush Required Lenders, under the *Sugarloaf Security Documents at the instructions of the *Sugarloaf Required Lenders, under the Jordan Bowl Security Documents at the instructions of the Jordan Bowl Required Lenders, under the Attitash Security Documents at the instructions of the Attitash Required Lenders, under the Killington Security Documents at the instructions of the Killington Required Lenders and/or under the Mt. Snow Security Documents at the instructions of the Mt. Snow Required Lenders, each Lender that is a final, non-appealable judgment member of a court group of competent jurisdictionthe aforesaid Project Required Lenders severally agrees to indemnify the Administrative Agent, to the extent that the Administrative Agent shall not have been reimbursed by GSRP and in proportion to its Pro Rata Share, for and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses (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 performing its duties under any of the aforesaid Security Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of any of the aforesaid Security Documents, provided that no such Lender shall be liable for any portion of such liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any the Administrative Agent for any purpose in connection with its performance of its duties hereunder or under any other Security Document shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each caseCommitted Percentage, severally agrees to indemnify each other of the Arranger, the Documentation Agent and the Administrative Agent, in each case, to the extent that the applicable Agent such agent shall not have been reimbursed by any Credit PartyCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such Agent agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s agent's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any the Arranger, the Documentation Agent and the Administrative Agent for any purpose shall, in the opinion of such Agentagent, be insufficient or become impaired, such Agent agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any the Arranger, the Documentation Agent or the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share 's Committed Percentage thereof; and provided provided, further, that this sentence shall not be deemed to require any Lender to indemnify any the Arranger, the Documentation Agent or the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other AgentAgent (in the case of any Holdings Term Loan Lender only, in each caserespect solely of any actions taken by the Collateral Agent in connection with the preservation, protection, collection of, or enforcement against the Collateral), to the extent that the applicable such Agent is required hereunder to be, and shall not have been been, reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement hereof or the other Credit Documents; provided PROVIDED, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided PROVIDED, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s 's Pro Rata Share thereof; and provided furtherPROVIDED FURTHER, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share satisfaction by the Lenders against any and all liability and expense which it may incur by reason of Term Loans severally agrees taking or continuing to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees take any such action. The Lenders agree to indemnify each other AgentAgent and its officers, in each casedirectors, employees, affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”), to the extent that not reimbursed by the applicable Agent Borrower and without limiting the obligation of the Borrower to do so under this Agreement, ratably in accordance with their respective Applicable Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Total Commitments shall not have terminated and the Loans shall have been reimbursed by any Credit Partypaid in full, for ratably in accordance with such Applicable Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with the foregoing (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedother documents; provided in no event shall this sentence require any Lender to indemnify any Agent against any such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Agent Indemnitee’s gross negligence or willful misconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction); provided, however, that, in excess the event the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this Agreement, the Administrative Agent shall remit to the Lenders the amount of such costs and expenses to the extent subsequently paid by the Borrower, such remittance to be in accordance with the proportionate amount of the indemnification made by each respective Lender’s Pro Rata Share thereof; . The agreements in this Section shall survive the termination of this Agreement and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in payment of the immediately preceding sentenceLoans and all other amounts payable hereunder.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Administrative Agent, in each case, to the extent that the applicable Administrative Agent shall not have been reimbursed by any Credit Borrower or another Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 Loan Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Administrative Agent’s gross negligence or willful misconduct; provided, as determined further, that if Administrative Agent is subsequently reimbursed by a finalBorrower or any other Loan Party for any such liabilities, non-appealable judgment of a court of competent jurisdictionlosses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements in an amount that, together with amounts paid to Administrative Agent by Lenders under this Section 9.4, exceeds the amount actually expended by Administrative Agent therefor, Administrative Agent shall promptly disburse such excess amount to those Lenders that made payments under this Section 9.4 in proportion to their payments hereunder. If any indemnity furnished to any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other the Agent, in each case, to the extent that the applicable Agent shall not have been reimbursed by Borrower or any Credit Partyother Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursement, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 the Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such the Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such the Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment ; provided further that upon the consummation of an assignment of all or any portion of a court Lender's interest under the Loan Documents in accordance with this Agreement (including without limitation the requirements that (i) the assignee assume all obligations (or the applicable percentage thereof) of competent jurisdictionthe assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to any the Agent for any purpose shall, in the opinion of such the Agent, be insufficient or become impaired, such the Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event . The Agent shall this sentence require remit to each applicable Lender its allocable share of any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense recovery from Borrower or disbursement in excess another Loan Party of amounts previously paid by such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.. 103

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other the Agent, in each case, to the extent that the applicable Agent shall not have been reimbursed by Borrower or any Credit Partyother Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursement, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 the Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such the Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such the Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment ; provided further that upon the consummation of an assignment of all or any portion of a court Lender's interest under the Loan Documents in accordance with this Agreement (including without limitation the requirements that (i) the assignee assume all obligations (or the applicable percentage thereof) of competent jurisdictionthe assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to any the Agent for any purpose shall, in the opinion of such the Agent, be insufficient or become impaired, such the Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event . The Agent shall this sentence require remit to each applicable Lender its allocable share of any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense recovery from Borrower or disbursement in excess another Loan Party of amounts previously paid by such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each caseApplicable Percentage, severally agrees to indemnify each other Agent, in each case, to the extent that the applicable such Agent shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.02) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share Applicable Percentage thereof; and provided provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan LenderThe Lenders, in proportion to its their respective Pro Rata Share Shares (calculated as determined under the definition of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its “Pro Rata Share, in each case” with the Revolving Loan Exposure of any Defaulting Lender excluded from the denominator), severally agrees and not jointly agree to indemnify each other Agent (including any sub-agent of Administrative Agent) and the Issuing Lender and their respective Affiliates and their and their respective Affiliates’ respective officers, in each casedirectors, employees, agents, trustees, attorneys and professional advisors to the extent that the applicable Agent any such Person shall not have been reimbursed by any Credit Partythe Borrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents or the Issuing Lender) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent, the Issuing Lender or such Agent other Person in exercising its the powers, rights and remedies of an Agent or Issuing Lender, as the case may be, or performing its duties of an Agent or Issuing Lender, as the case may be, hereunder or under the other Credit Loan Documents or otherwise in its capacity as such Agent or Issuing Lender, as applicable, in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from any such Agent’s gross negligence negligence, bad faith or willful misconduct, misconduct as determined by a final, non-appealable final and nonappealable judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent, the Issuing Lender, or any Agent other such Person for any purpose shall, in the opinion of such AgentAgent or the Issuing Lender, as the case may be, be insufficient or become impaired, such Agent or the Issuing Lender may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event . All amounts due under this subsection 9.4 shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall be payable not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencelater than ten (10) Business Days after demand therefore.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share (determined as of Term Loans severally agrees the time such indemnity is sought, it being understood and agreed that if the Maturity Date shall have occurred, with respect to indemnify Term Administrative Agentthe effected Letters of Credit or Commitments, (b) each Revolving Lender, in proportion such determination shall be made immediately prior to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casegiving effect thereto), severally agrees to indemnify each other Agent, in each caseAgent (and any affiliate thereof), to the extent that the applicable such Agent (or such affiliate) shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent (or any affiliate thereof) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s (or such affiliate’s) gross negligence or willful misconduct, misconduct (as determined by a final, court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictiondecision). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereofthereof (determined as of the time such indemnity is sought, it being understood and agreed that if the Maturity Date shall have occurred, with respect to the Letters of Credit or Commitments, such determination shall be made immediately prior to giving effect thereto); and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Non-Tranche C Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to the extent that the applicable such Agent shall not have been reimbursed by any Credit PartyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Non-Tranche C Term Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s 's gross negligence or willful misconduct, misconduct or allocable to the Tranche C Term Loans based on the Obligations allocable to the Tranche C Term Loans as determined by a final, non-appealable judgment of a court of competent jurisdictioncompared with the Obligations allocable to the Credit Exposure. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. Each Tranche C Term Lender, in proportion to its share of the Tranche C Term Loans, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (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 Agent in performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided in that no event Tranche C Term Lender shall this sentence require be liable for any Lender portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent's gross negligence or willful misconduct or allocable to indemnify the Credit Exposure based on the Obligations allocable to the Credit Exposure as compared with the Obligations allocable to the Tranche C Term Loans. If any indemnity furnished to any Agent against for any liabilitypurpose shall, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess the opinion of such Lender’s Pro Rata Share thereof; Agent, be insufficient or become impaired, Agent may call for additional indemnity and provided furthercease, this sentence shall or not be deemed commence, to require any Lender to indemnify any Agent do the acts indemnified against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceuntil such additional indemnity is furnished."

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each caseshare, severally agrees to indemnify each other Agent and its Affiliates and all of Agent's and its Affiliates present and future officers, in each casedirectors, agents, employees and attorneys ("Agent Indemnitees") to the extent that the applicable Agent Indemnitees shall not have been reimbursed by any Credit Party (and without limiting any Credit Party's obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel reasonable advisors' fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent Indemnitees in exercising connection with any Credit Document or with any of its powers, rights and rights, remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of or in connection with this Agreement or the other Credit DocumentsDocuments or the preparation thereof or any amendment, modification or termination thereof; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements primarily resulting from any such Agent’s 's gross negligence or willful misconduct, misconduct (as determined by in a final, non-appealable judgment of by a court of competent jurisdiction). If any indemnity furnished to any Agent Indemnitees for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Agent Indemnitees against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Xxxxxx's Pro Rata Share share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent Indemnitees against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of (or, if indemnification is sought after the date upon which all Term Loan Commitments shall have terminated and the Term Loans severally agrees shall have been paid in full, ratably in accordance with such outstanding Term Loans and Term Loan Commitments, as in effect immediately prior to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casesuch date), severally agrees to indemnify each other Agent, in each case, to the extent that the applicable such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or Agreement, the other Credit Documents, or the use of proceeds thereof; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each casethe Administrative Agent and the Collateral Trustee, to the extent that the applicable Administrative Agent or the Collateral Trustee, as applicable, shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such the Administrative Agent or the Collateral Trustee, as applicable, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such the Administrative Agent or the Collateral Trustee, as applicable, in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided provided, that no Lender shall be 115 liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such the Administrative Agent’s or Collateral Trustee’s own gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any the Administrative Agent or the Collateral Trustee, as applicable, for any purpose shall, in the opinion of such Agentthe Administrative Agent or the Collateral Trustee, as applicable, be insufficient or become impaired, such the Administrative Agent or the Collateral Trustee, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify any the Administrative Agent or the Collateral Trustee, as applicable, against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided provided, further, that this sentence shall not be deemed to require any Lender to indemnify any the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other the Administrative Agent and the Collateral Agent, in each case, to the extent that the applicable such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any the Administrative Agent or the Collateral Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any the Administrative Agent or the Collateral Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any the Administrative Agent or the Collateral Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other the Administrative Agent, in each case, to the extent that the applicable Administrative Agent is required hereunder to be, and shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such the Administrative Agent in any way relating to or arising out of this Agreement hereof or the other Credit Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such the Administrative Agent’s 's gross negligence or willful misconduct, misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment of a court of competent jurisdictionorder. If any indemnity furnished to any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s 's Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan LenderPurchaser, in proportion to its Pro Rata Share pro rata share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share the outstanding principal amount of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casethe Notes held by such Purchaser, severally agrees to indemnify each other Agentthe Collateral Agent and its officers, in each casedirectors, employees, agents, attorneys, professional advisors and Affiliates to the extent that the applicable Agent any such Person shall not have been reimbursed by any Credit Partythe Note Parties, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by the Collateral Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent or such Agent other Person in exercising its the powers, rights and remedies of the Collateral Agent or performing its duties of the Collateral Agent hereunder or under the other Credit Note Documents or otherwise in its capacity as such the Collateral Agent in any way relating to or arising out of this Agreement or the other Credit Note Documents; provided that no Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Collateral Agent resulting solely from any such the Collateral Agent’s gross negligence negligence, bad faith or willful misconduct, misconduct as determined by a final, non-appealable final and nonappealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Collateral Agent or any Agent other such Person for any purpose shall, in the opinion of such the Collateral Agent, be insufficient or become impaired, such the Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document or in relation hereto or thereto unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to satisfaction by the extent that the applicable Agent shall not have been reimbursed by any Credit Party, for and Lenders against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees liability and disbursements) expense which it may incur by reason of taking or disbursements of continuing to take any kind or nature whatsoever which may be imposed on, incurred by or asserted against such action. The Lenders further agree to indemnify each Agent ratably in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable accordance with their Percentages for any portion of such and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any such Agent’s gross negligence kind and nature whatsoever which may be imposed on, incurred by or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, asserted against such Agent may call for additional indemnity and ceasein any way relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not commenceindemnified by the Borrower pursuant to SECTION 10.4 or with respect to which the Borrower has failed to fully honor its indemnification obligations under SECTION 10.4; PROVIDED, to do the acts indemnified against until HOWEVER, that no such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of results from such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed Agent's gross negligence or willful misconduct. Each Lender agrees to require any Lender to indemnify any reimburse each Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso amount of its PRO RATA share of any out-of-pocket expenses for which such Agent is entitled to receive, but has not received, reimbursement pursuant to this Agreement. The agreements in this Section shall survive the immediately preceding sentencepayment and fulfillment of the Obligations and termination of this Agreement.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to the extent that the applicable such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.. Schedule 1 Refinancing Term Commitment Refinancing Term Lender Refinancing Term Commitment

Right to Indemnity. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document or in relation hereto or thereto unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to satisfaction by the extent that the applicable Agent shall not have been reimbursed by any Credit Party, for and Lenders against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees liability and disbursements) expense which it may incur by reason of taking or disbursements of continuing to take any kind or nature whatsoever which may be imposed on, incurred by or asserted against such action. The Lenders further agree to indemnify each Agent ratably in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable accordance with their Percentages for any portion of such and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any such Agent’s gross negligence kind and nature whatsoever which may be imposed on, incurred by or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, asserted against such Agent may call for additional indemnity and ceasein any way relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not commenceindemnified by the Borrower pursuant to Section 11.4 or with respect to which the Borrower has failed to fully honor its indemnification obligations under Section 11.4; provided, to do the acts indemnified against until however, that no such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of results from such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed Agent's gross negligence or willful misconduct. Each Lender agrees to require any Lender to indemnify any reimburse each Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso amount of its pro rata share of any out-of-pocket expenses for which such Agent is entitled to receive, but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 10.8 shall survive the immediately preceding sentencepayment and fulfillment of the Obligations and termination of this Agreement.

Right to Indemnity. (a) Each Term Loan LenderThe Lenders, in proportion to its their respective Pro Rata Share Shares (calculated as determined under the definition of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its “Pro Rata Share, in each case” with the Revolving Loan Exposure of any Defaulting Lender excluded from the denominator), severally agrees and not jointly agree to indemnify each other Agent (including any sub-agent of Administrative Agent) and the Issuing Lender and their respective Affiliates and their and their respective Affiliates’ respective officers, in each casedirectors, employees, agents, trustees, attorneys and professional advisors to the extent that the applicable Agent any such Person shall not have been reimbursed by any Credit PartyCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (which, in the case of counsel, shall be limited to one counsel, and one local counsel in each applicable jurisdiction in which Administrative Agent reasonably determines such local counsel to be necessary, for the Agents, the Issuing Lender and their respective Affiliates and their and their respective Affiliates’ respective officers, directors, employees, agents, trustees, attorneys and professional advisors, taken as a whole, and in the case of actual or perceived conflict, one additional counsel for each group subject to such conflict), including reasonable counsel fees and disbursements) disbursements and fees and disbursements of any financial advisor engaged by Agents or the Issuing Lender or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent, the Issuing Lender or such Agent other Person in exercising its the powers, rights and remedies of an Agent or Issuing Lender, as the case may be, or performing its duties of an Agent or Issuing Lender, as the case may be, hereunder or under the other Credit Loan Documents or otherwise in its capacity as such Agent or Issuing Lender, as applicable, in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent or Issuing Lender (or any of their respective Affiliates and their and their respective Affiliates’ respective officers, directors, employees, agents, trustees, attorneys and professional advisors) resulting solely from any such AgentPerson’s (or their or their respective Affiliates’ respective officers’, directors’, employees’, agents’, trustees’, attorneys’ and professional advisors’) gross negligence negligence, willful misconduct or willful misconduct, breach in bad faith as determined by a final, non-appealable final and nonappealable judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent, the Issuing Lender, or any Agent other such Person for any purpose shall, in the opinion of such AgentAgent or the Issuing Lender, as the case may be, be insufficient or become impaired, such Agent or the Issuing Lender may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event . All amounts due under this subsection 9.4 shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall be payable not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencelater than ten (10) Business Days after demand therefore.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to the extent that the applicable Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document or in relation hereto or thereto unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to satisfaction by the extent that the applicable Agent shall not have been reimbursed by any Credit Party, for and Lenders against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees liability and disbursements) expense which it may incur by reason of taking or disbursements continuing to take any such action. The Lenders further agree to indemnify the Administrative Agent ratably in accordance with their pro rata holding of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable Term Loans for any portion of such and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any such Agent’s gross negligence kind and nature whatsoever which may be imposed on, incurred by or willful misconduct, as determined by a final, non-appealable judgment asserted against the Administrative Agent in any way relating to or arising out of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in this Agreement or the opinion of such Agent, be insufficient other Loan Documents or become impaired, such Agent may call for additional indemnity and ceasethe transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not commenceindemnified by PCI or the Borrower pursuant to Section 11.4 or with respect to which PCI or the Borrower has failed to fully honor its indemnification obligations under Section 11.4; provided, to do the acts indemnified against until however, that no such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess results from the Administrative Agent's gross negligence or willful misconduct to the extent a court of such Lender’s Pro Rata Share thereof; and provided further, this sentence competent jurisdiction shall not be deemed have so determined by a final non-appealable judgment. Each Lender agrees to require any Lender to indemnify any reimburse the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso amount of its pro rata share (based on its holding of Term Loans) of any reasonable out-of-pocket expenses for which the Administrative Agent is entitled to receive, but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 10.7 shall survive the immediately preceding sentencepayment and fulfillment of the Obligations and termination of this Agreement.

Right to Indemnity. Each Lender (a) Each Term Loan other than the CP Rate Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender), in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other the Facility Agent, in each case, to the extent that the applicable Facility Agent shall not have been reimbursed by any Credit PartyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees and disbursements, whether incurred in a third party action or in an action to enforce this agreement or any other Transaction Document) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such the Facility Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Transaction Documents or otherwise in its capacity as such the Facility Agent in any way relating to or arising out of this Agreement hereof or the other Credit Transaction Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such the Facility Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any the Facility Agent for any purpose shall, in the opinion of such the Facility Agent, be insufficient or become impaired, such the Facility Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any the Facility Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any the Facility Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in their respective Affiliates and their respective officers, partners, directors, trustees, employees, attorneys-in-fact, administrators, managers, advisors, representatives and agents of each caseAgent and its Affiliates, as applicable (each, an “Indemnitee Agent Party”), to the extent that the applicable such Indemnitee Agent Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suitssuits or other proceedings, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnitee Agent Party (collectively, the “Indemnified Costs”) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnified Costs resulting from any such AgentIndemnitee Agent Party’s gross negligence or willful misconduct, misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment order (provided, however, that no action taken in accordance with the direction of a court the Requisite Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of competent jurisdictionthis Section 9.06). Without limitation of the foregoing, each Lender agrees to promptly reimburse each Indemnitee Agent Party promptly upon demand for its Pro Rata Share of any costs and expenses (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) (including, without limitation, reasonable fees and expenses of counsel) payable by Borrower under Section 10.02, to the extent that such Indemnitee Agent Party is not promptly reimbursed for such costs and expenses by the Borrower (provided that such reimbursement by the Lenders pursuant to this Section 9.06 shall not affect the Borrower’s continuing reimbursement obligations with respect thereto). If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement Indemnified Costs in excess of such Lender’s Pro Rata Share thereof; and provided further. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this sentence shall not be deemed to require Section 9.06 applies whether any such investigation, litigation or proceeding is brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.other Person. 118

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to the extent that the applicable such Agent shall be entitled to be, and shall not have been been, reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement hereof or the other Credit Documents; provided PROVIDED, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s 's gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided PROVIDED, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s 's Pro Rata Share thereof; and provided furtherPROVIDED FURTHER, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan LenderSubject to the next sentence of this paragraph, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other the Administrative Agent, in each case, to the extent that the applicable Administrative Agent shall not have been reimbursed by any Credit Partythe Borrowers, for and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, 180 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 the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the any other Credit Documents agreements now or hereafter executed in connection herewith or otherwise in its capacity as such the Administrative Agent in any way relating to or arising out of this Agreement or the such other Credit Documents; agreements, 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 from any such the Administrative Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any the Administrative Agent for any purpose in connection with its performance of its duties hereunder or under any such other agreements shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; . The indemnification provided for in no event this Section 29.4 shall this sentence require extend to and cover any Lender to indemnify employees, officers, directors, agents, co-agents, and sub-agents of the Administrative Agent that have performed any duties for or on behalf of the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencehereunder.

Right to Indemnity. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share satisfaction by the Lenders against any and all liability and expense which it may incur by reason of Term Loans severally agrees taking or continuing to take any such action. The Lenders agree to indemnify Term the Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to the extent that the applicable Agent shall not have been reimbursed by any Credit Partythe Borrowers, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent as agent in any way relating to or arising out of this Agreement, the Notes or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including the costs and expenses which either Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedother documents; provided in no event shall this sentence require any Lender to indemnify any Agent against any such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in excess the event the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which either Borrower is obligated to pay under this Agreement, the Administrative Agent shall remit to the Lenders the amount of such costs and expenses to the extent subsequently paid by the Borrowers, such remittance to be in accordance with the proportionate amount of the indemnification made by each respective Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share satisfaction by the Banks against any and all liability and expense which it may incur by reason of Term Loans severally agrees taking or continuing to take any such action. The Banks agree to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each casethe Agents, to the extent that the applicable Agent shall not have been reimbursed by any Credit Partythe Company under this Agreement, ratably in accordance with the aggregate principal amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agents as agents in any way relating to or arising out of this Agreement, the Notes or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including, without limitation, the costs and expenses which the Company is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedother documents; provided in no event shall this sentence require any Lender to indemnify any Agent against any such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from any Agent's gross negligence or willful misconduct; provided, however, that, in excess the event an Agent receives indemnification from the Banks hereunder with respect to costs and expenses which the Company is obligated to pay under this Agreement, such Agent shall remit to the Banks the amount of such Lender’s Pro Rata Share thereof; costs and provided furtherexpenses to the extent subsequently paid by the Company, this sentence shall not such remittance to be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in accordance with the proviso in proportionate amount of the immediately preceding sentenceindemnification made by each respective Bank.

Right to Indemnity. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share satisfaction by the Lenders against any and all liability and expense which it may incur by reason of Term Loans severally agrees taking or continuing to take any such action. The Lenders agree to indemnify Term the Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to the extent that the applicable Agent shall not have been reimbursed by any Credit Partythe Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent as agent in any way relating to or arising out of this Agreement, the Notes or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedother documents; provided in no event shall this sentence require any Lender to indemnify any Agent against any such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in excess the event the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this Agreement, the Administrative Agent shall remit to the Lenders the amount of such costs and expenses to the extent subsequently paid by the Borrower, such remittance to be in accordance with the proportionate amount of the indemnification made by each respective Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each caseon a pro rata basis, severally agrees to indemnify each other the Administrative Agent, in each caseL/C Issuers, Swing Line Lenders and the Foreign Currency Lenders, to the extent that the applicable Agent Administrative Agent, L/C Issuers, Swing Line Lenders or the Foreign Currency Lenders shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent the Administrative Agent, L/C Issuers, Swing Line Lenders or Foreign Currency Lenders in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such the Administrative Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such the Administrative Agent’s, an L/C Issuer’s, a Swing Line Lender’s or a Foreign Currency Lender’s, as applicable, gross negligence or willful misconduct, as determined by a final, court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictionjudgment. If any indemnity furnished to any Agent the Administrative Agent, an L/C Issuer, a Swing Line Lender or a Foreign Currency Lender for any purpose shall, in the opinion of the Administrative Agent, such AgentL/C Issuer, such Swing Line Lender or such Foreign Currency Lender, as applicable, be insufficient or become impaired, the Administrative Agent, such Agent L/C Issuer, such Swing Line Lender or such Foreign Currency Lender, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any Agent the Administrative Agent, an L/C Issuer, a Swing Line Lender or a Foreign Currency Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share pro rata share thereof; and provided provided, further, that this sentence shall not be deemed to require any Lender to indemnify any Agent the Administrative Agent, an L/C Issuer, a Swing Line Lender or a Foreign Currency Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each casethe Agent and the Co-Agents, to the extent that the applicable Agent or any Co-Agent shall not have been reimbursed by the Company or any Credit Partyother Loan Party within 30 days of delivery by the Agent or any Co-Agent to the Company of a written request for reimbursement, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 the Agent or any Co-Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such the Agent or a Co-Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's or any such Co-Agent’s 's gross negligence or willful misconduct, as determined misconduct or for any expenses incurred by a final, nonthe Agent or any Co-appealable judgment Agent prior to the Restatement Closing Date; provided further that upon the consummation of an assignment of all or any portion of a court Lender's interest under the Loan Documents in accordance with subsection 8.1 of competent jurisdictionthis Agreement (including without limitation the requirements that (i) the assignee assume all obligations (or the applicable percentage thereof) of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent or any Co-Agent for any purpose shall, in the opinion of the Agent or such Co-Agent, be insufficient or become impaired, the Agent or such Co-Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event . The Agent and Co-Agents shall this sentence require remit to each applicable Lender its allocable share of any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess recovery from the Company of amounts previously paid by such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in Controlled Account Bank and Custodian, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each caseAgent (each, an “Indemnitee Agent Party”), to the extent that the applicable such Indemnitee Agent Party shall not have been reimbursed by any Credit PartyCompany or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees and disbursements) or disbursements of (collectively, “Losses”)of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such AgentIndemnitee Agent Party’s gross negligence or willful misconduct, as determined by a final, court of competent jurisdiction in a final non-appealable judgment order. For the avoidance of a court doubt, any fee, cost and indemnity payment or reimbursement restrictions set forth in Section 2.11 shall not be applicable to any Losses to be indemnified by the Lenders pursuant to this Section 8.6 and, in furtherance of competent jurisdictionthe foregoing, the indemnification obligations of each Lender pursuant to this Section 8.6 shall not be limited by, or subject to, any limitations (including any annual fee, cost and indemnity cap amounts) on payments to the Collateral Agent, Paying Agent, the Custodian or the Controlled Account Bank under Section 2.11. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan LenderHolder, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casePercentage Interest, severally agrees to indemnify each other Agent, in each case, to the extent that the applicable Agent shall not have been reimbursed by any Credit Partythe Company within ten (10) days of delivery by Agent to the Company of a written request for reimbursement, for from and against any and all liabilities, obligations, losses, damagesdamages penalties, penaltiesprotective advances, actions, judgments, 180 suits, costs, expenses (including including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever (“Losses”) which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its responsibilities or duties hereunder or under the other Credit Debentures or any of the Security Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement Agreement, the Debentures or the other Credit DocumentsSecurity Agreement; provided that no Lender Holder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s ’ s gross negligence or willful misconduct, as determined by a finalunless Agent acted at the direction of Majority Holders. If Agent shall receive any amounts from the Company in reimbursement of expenses with respect to which Agent has previously received payment from any Holders, non-appealable judgment Agent shall promptly forward to each Holder that has made such payment such Holder’s proportionate share of a court of competent jurisdictionthe amounts received from the Company. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan LenderPurchaser, by its acceptance of a Note, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casepro rata share, severally agrees to indemnify each other AgentAgent and their respective Related Parties (each, in each casean “Indemnitee Related Party”), to the extent that the applicable Agent such Indemnitee Related Party shall not have been reimbursed by any Credit Note Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent Indemnitee Related Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Note Documents or otherwise in its capacity as such Agent Indemnitee Related Party in any way relating to or arising out of this Agreement or the other Credit Note Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE RELATED PARTY; provided provided, (x) no Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such AgentIndemnitee Related Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment order and (y) the unreimbursed liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) in its capacity as such, or against any Indemnitee Related Party of a court any of competent jurisdictionthe foregoing acting for such Agent (or any such sub-agent) in connection with such capacity. If any indemnity furnished to any Agent Indemnitee Related Party for any purpose shall, in the opinion of such AgentIndemnitee Related Party, be insufficient or become impaired, such Agent Indemnitee Related Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender Purchaser to indemnify any Agent Indemnitee Related Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderPurchaser’s Pro Rata Share pro rata share thereof; and provided further, this sentence shall not be deemed to require any Lender Purchaser to indemnify any Agent Indemnitee Related Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share (determined as of Term Loans severally agrees to indemnify Term Administrative Agent, (b) the time that the applicable unreimbursed expense or indemnity payment is sought based on each Revolving Lender, in proportion to its ’s Pro Rata Share of Revolving at such time or, if such indemnity or reimbursement is sought after the date upon which the Loans shall have been paid in full in cash and the Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) have been terminated, based on each Lender, in proportion to its ’s Pro Rata Share, Share as in each caseeffect immediately prior to such date), severally agrees to indemnify each other Agent, in each case, to the extent that the applicable such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided provided, further, that this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Administrative Agent, in each case, to the extent that the applicable Administrative Agent shall not have been reimbursed by any Credit Borrower or another Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 Loan Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Administrative Agent’s 's gross negligence or willful misconduct; provided, as determined further, that if Administrative Agent is subsequently reimbursed by a finalBorrower or any other Loan Party for any such liabilities, non-appealable judgment of a court of competent jurisdictionlosses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements in an amount that, together with amounts paid to Administrative Agent by Lenders under this Section 9.4, exceeds the amount actually expended by Administrative Agent therefor, Administrative Agent shall promptly disburse such excess amount to those Lenders that made payments under this Section 9.4 in proportion to their payments hereunder. If any indemnity furnished to any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; . The Prior Agent shall be entitled to the continued protection of the indemnities provided to the Prior Agent under the Existing Credit Agreement for the period in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in which it served as agent under the proviso in the immediately preceding sentence.Existing Credit Agreement. 9.5

Right to Indemnity. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share satisfaction by the Banks against any and all liability and expense which it may incur by reason of Term Loans severally agrees taking or continuing to take any such action. The Banks agree to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each casethe Agents, to the extent that the applicable Agent shall not have been reimbursed by any Credit Partythe Company under this Agreement, ratably in accordance with the aggregate principal amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agents as agents in any way relating to or arising out of this Agreement, the Notes or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including, without limitation, the costs and expenses which the Company is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedother documents; provided in no event shall this sentence require any Lender to indemnify any Agent against any such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from any Agent=s gross negligence or willful misconduct; provided, however, that, in excess the event an Agent receives indemnification from the Banks hereunder with respect to costs and expenses which the Company is obligated to pay under this Agreement, such Agent shall remit to the Banks the amount of such Lender’s Pro Rata Share thereof; costs and provided furtherexpenses to the extent subsequently paid by the Company, this sentence shall not such remittance to be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in accordance with the proviso in proportionate amount of the immediately preceding sentenceindemnification made by each respective Bank.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each caseJoint Lead Arranger, the Issuing Bank, the Swingline Lender and each of their respective Related Parties, to the extent that the applicable Agent such Agent, Joint Lead Arranger, Issuing Bank, Swingline Lender or Related Party shall not have been reimbursed by any Credit Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent Agent, Joint Lead Arranger, Issuing Bank, Swingline Lender or Related Party in exercising its powers, rights and remedies or performing its duties and responsibilities hereunder or under the other Credit Loan Documents or otherwise in its capacity as such Agent Agent, Joint Lead Arranger, Issuing Bank, Swingline Lender or Related Party in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided provided, subject to Section 8.03(b)(ii), no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from any such Agent’s, Joint Lead Arranger’s, Issuing Bank’s, Swingline Lender’s or Related Party’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdictionmisconduct or material breach. If any indemnity furnished to any Agent Agent, Joint Lead Arranger, Issuing Bank or Swingline Lender, or any of their respective Related Parties, for any purpose shall, in the opinion of such Agent, Joint Lead Arranger, Issuing Bank, Swingline Lender or Related Party be insufficient or become impaired, such Agent Agent, Joint Lead Arranger, Issuing Bank, Swingline Lender or Related Party may call for additional indemnity or advance of funds and cease, or not commence, to do the acts indemnified against until such additional indemnity or advance of funds is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Agent Agent, Joint Lead Arranger, Issuing Bank or Swingline Lender, or any of their respective Related Parties, against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided provided, further, subject to Section 8.03(b)(ii), this sentence shall not be deemed to require any Lender to indemnify any Agent Agent, Joint Lead Arranger, Issuing Bank or Swingline Lender, or any of their respective Related Parties, against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.that is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s, Joint Lead Arranger’s, Issuing Bank’s, Swingline Lender’s or Related Party’s gross negligence or willful misconduct or material breach. 178

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in their respective Affiliates and their respective officers, partners, directors, trustees, employees, attorneys-in-fact, administrators, managers, advisors, representatives and agents of each caseAgent and its Affiliates, as applicable (each, an “Indemnitee Agent Party”), to the extent that the applicable such Indemnitee Agent Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suitssuits or other proceedings, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnitee Agent Party (collectively, the “Indemnified Costs”) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnified Costs resulting from any such AgentIndemnitee Agent Party’s gross negligence or willful misconduct, misconduct as determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction in a final, non‑appealable order (provided, however, that no action taken in accordance with the direction of the Requisite Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.06). Without limitation of the foregoing, each Lender agrees to promptly reimburse each Indemnitee Agent Party promptly upon demand for its Pro Rata Share of any costs and expenses (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) (including, without limitation, reasonable fees and expenses of counsel) payable by Borrower under Section 10.02, to the extent that such Indemnitee Agent Party is not promptly reimbursed for such costs and expenses by the Borrower (provided that such reimbursement by the Lenders pursuant to this Section 9.06 shall not affect the Borrower’s continuing reimbursement obligations with respect thereto). If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement Indemnified Costs in excess of such Lender’s Pro Rata Share thereof; and provided further. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this sentence shall not be deemed to require Section 9.06 applies whether any such investigation, litigation or proceeding is brought by any Lender to indemnify or any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceother Person.

Right to Indemnity. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document or in relation hereto or thereto unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to satisfaction by the extent that the applicable Agent shall not have been reimbursed by any Credit Party, for and Lenders against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees liability and disbursements) expense which it may incur by reason of taking or disbursements of continuing to take any kind or nature whatsoever which may be imposed on, incurred by or asserted against such action. The Lenders further agree to indemnify each Agent ratably in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable accordance with their Percentages for any portion of such and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any such Agent’s gross negligence kind and nature whatsoever which may be imposed on, incurred by or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, asserted against such Agent may call for additional indemnity and ceasein any way relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not commenceindemnified by the Borrower pursuant to Section 10.4 or with respect to which the Borrower has failed to fully honor its indemnification obligations under Section 10.4; provided, to do the acts indemnified against until however, that no such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of results from such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed Agent's gross negligence or willful misconduct. Each Lender agrees to require any Lender to indemnify any reimburse each Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso amount of its pro rata share of any out-of-pocket expenses for which such Agent is entitled to receive, but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 9.7 shall survive the immediately preceding sentencepayment and fulfillment of the Obligations and termination of this Agreement.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share pro rata share of Term the aggregate outstanding principal amount of Loans severally agrees to indemnify Term Administrative Agentof all Lenders (or if no Loans are outstanding, (b) each the Revolving Lender, in proportion to its Pro Rata Share Loan Commitments of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each caseall Lenders), severally agrees to indemnify each other Agent, in their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each caseAgent (each, an “Indemnitee Agent Party”), to the extent that the applicable such Indemnitee Agent Party shall not have been reimbursed by the Borrower or any Credit other NF Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such AgentIndemnitee Agent Party’s gross negligence or willful misconductmisconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. In addition, without limiting the foregoing, if any Lender or group of Lenders directs the Administrative Agent to take any action (including any direction pursuant to Section 7 or Section 12 hereof) or refraining from any actions, such Lender (or group of Lenders) in proportion to its pro rata share of the aggregate outstanding principal amount of Loans of all such directing Lenders (or if no Loans are outstanding, the Revolving Loan Commitments of all such directing Lenders), severally agrees to indemnify each Indemnity Agent Party to the extent that such Indemnitee Agent Party shall not have been reimbursed by the Borrower or any other NF Party, 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 such Indemnitee Agent Party in taking any actions (or refraining from any action) at the direction of such Lender (or group of Lenders), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Indemnitee Agent Party’s gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such AgentIndemnitee Agent Party, be insufficient or become impaired, such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereofpro rata share of the aggregate outstanding principal amount of Loans of all Lenders; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share respective portion of Term the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans severally agrees (or, if no Advances are outstanding, pro rata according to indemnify Term Administrative Agent, the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts) (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its “Pro Rata Share, in each case”), severally agrees to indemnify each other AgentAgent and each of its Affiliates, in and each caseof the foregoing’s officers, partners, directors, trustees, employees, advisors, agents and sub-agents, to the extent that the applicable such Agent shall not have been reimbursed by any Credit Loan Party (but without limiting such Loan Party’s reimbursement obligations hereunder), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees and disbursementsdisbursements of financial and legal advisors) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent or any of its Affiliates, or any of the foregoing’s officers, partners, directors, trustees, employees, advisors, agents or sub-agents, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, misconduct as determined by in a final, final and non-appealable judgment decision of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s Pro Rata Share thereof; and provided further, further this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. Without limiting the foregoing, each Xxxxxx agrees to reimburse the Agents promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Agents in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that the Agents are not reimbursed for such expenses by the Company or another Loan Party. Amounts payable pursuant to this Section 11.17 shall be payable on demand.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each casethe Administrative Agent and the Co-Collateral Agents, to the extent that the applicable such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any the Administrative Agent or the Co-Collateral Agents for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that (i) in no event shall this sentence require any Lender to indemnify any the Administrative Agent or the Co-Collateral Agents against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; , and provided further, (ii) this sentence shall not be deemed to require any Lender to indemnify any the Administrative Agent or the Co-Collateral Agents against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document or in relation hereto or thereto unless it shall first be indemnified (aupon requesting such indemnification) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each case, to satisfaction by the extent that the applicable Agent shall not have been reimbursed by any Credit Party, for and Lenders against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including counsel fees liability and disbursements) expense which it may incur by reason of taking or disbursements of continuing to take any kind or nature whatsoever which may be imposed on, incurred by or asserted against such action. The Lenders further agree to indemnify each Agent ratably in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided no Lender shall be liable accordance with their Percentages for any portion of such and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any such Agent’s gross negligence kind and nature whatsoever which may be imposed on, incurred by or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, asserted against such Agent may call for additional indemnity and ceasein any way relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not commenceindemnified by the Borrower pursuant to Section 10.4 or with respect to which the Borrower has failed to fully honor its indemnification obligations under Section 10.4; provided, to do the acts indemnified against until however, that no such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of results from such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed Agent's gross negligence or willful misconduct. Each Lender agrees to require any Lender to indemnify any reimburse each Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso amount of its pro rata share of any out-of-pocket expenses for which such Agent is entitled to receive, but has not received, reimbursement pursuant to this Agreement. The agreements in this Section shall survive the immediately preceding sentencepayment and fulfillment of the Obligations and termination of this Agreement.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share (determined as of Term Loans severally agrees the time such indemnity is sought, it being understood and agreed that if the Maturity Date shall have occurred, with respect to indemnify Term Administrative Agentthe effected Letters of Credit or Commitments, (b) each Revolving Lender, in proportion such determination shall be made immediately prior to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each casegiving effect thereto), severally agrees to indemnify each other Agent, in each caseAgent (and any affiliate thereof), to the extent that the applicable such Agent (or such affiliate) shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent (or any affiliate thereof) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s (or such affiliate’s) gross negligence or willful misconduct, misconduct (as determined by a final, court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictiondecision). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereofthereof (determined as of the time such indemnity is sought, it being understood and agreed that if the Maturity Date shall have occurred, with respect to the Letters of Credit or Commitments, such determination shall be made immediately prior to giving effect thereto); and provided provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in Agent and each caseIssuing Bank, to the extent that the applicable such Agent or Issuing Bank shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 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 such Agent or Issuing Bank in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent or Issuing Bank in any way relating to or arising out of this Agreement or the other Credit Documents; provided provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s or Issuing Bank’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent or Issuing Bank for any purpose shall, in the opinion of such AgentAgent or Issuing Bank, be insufficient or become impaired, such Agent or Issuing Bank may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent or Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. (a) Each Term Loan Lender, in proportion to its Pro Rata Share of Term Loans severally agrees to indemnify Term Administrative Agent, (b) each Revolving Lender, in proportion to its Pro Rata Share of Revolving Commitments severally agrees to indemnify Revolving Facility Administrative Agent and (c) each Lender, in proportion to its Pro Rata Share, in each case, severally agrees to indemnify each other Agent, in each caseIssuing Lender and Swing Line Lender, to the extent that the applicable Agent such Agent, Issuing Lender or Swing Line Lender shall not have been reimbursed by any Credit PartyLoan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 180 suits, costs, expenses (including legal counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent Agent, Issuing Lender or Swing Line Lender in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent’s, Issuing Lender’s or Swing Line Lender’s, as applicable gross negligence or willful misconduct, as determined by a final, non-appealable non­appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent Agent, Issuing Lender or Swing Line Lenders, for any purpose shall, in the opinion of such Agent, Issuing Lender or Swing Line Lender, as applicable, be insufficient or become impaired, such Agent Agent, Issuing Lender or Swing Line Lender, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided provided, that in no event shall this sentence require any Lender to indemnify any Agent Agent, Issuing Lender or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided provided, further, that this sentence shall not be deemed to require any Lender to indemnify any Agent Agent, Issuing Lender or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.