Common use of Right to Indemnity Clause in Contracts

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 (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the 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 any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in 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.

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 (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the 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 any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 Transactions (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in 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.

Right to Indemnity. The Administrative Agent shall To the extent that the Company for any reason fails to indefeasibly pay any amount required under Section 13.12 to be fully justified in failing or refusing paid by it to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the Borrowerits directors, under this Agreementofficers, agents, employees, attorneys and Affiliates, each Bank shall, ratably in accordance with the aggregate Principal Amount its Pro Rata Share of the Loans made by them (orCommitment, if no Loans are outstandingindemnify and hold the Administrative Agent, ratably in accordance with their respective Commitments)its directors, for officers, agents, employees, attorneys and Affiliates harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever which (including, without limitation, reasonable attorneys’ fees and disbursements) that may be imposed on, incurred by or asserted against the Administrative Agent as agent them in any way relating to or arising out of this Agreement, the Notes Loan Documents (other than losses incurred by reason of the failure of the Borrowers to pay the Obligations represented by the Loan Documents) or any other documents contemplated action taken or not taken 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 excludingit as Administrative Agent thereunder, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of except such as result from its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s own gross negligence or willful misconduct; provided. Without limitation on the foregoing, however, that, in the event each Bank shall reimburse 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, upon demand for that Bank’s ratable share of any cost or expense incurred by the Administrative Agent shall remit to in connection with the Lenders negotiation, preparation, execution, delivery, amendment, waiver, restructuring, reorganization (including a bankruptcy reorganization), enforcement or attempted enforcement of the amount of such costs and expenses Loan Documents, to the extent subsequently paid that the Company or any other party is required by Section 13.3 to pay that cost or expense but fails to do so upon demand. Nothing in this Section shall entitle the Borrower, Administrative Agent to recover any amount from the Banks if and to the extent that such remittance to be amount has theretofore been recovered from the Company or any of its Subsidiaries. The undertaking in accordance with the proportionate amount this Section shall survive termination of the indemnification made by each respective LenderCommitment, the payment of all other Obligations and the resignation of the Administrative Agent.

Right to Indemnity. The (a) Buyer hereby agrees to indemnify Administrative Agent, any Affiliate of the Administrative Agent, and their respective directors, officers, agents and employees (each, an “Indemnitee Agent shall be fully justified in failing or refusing to take any action hereunder or under any agreement executed Party”), and delivered pursuant hold such Indemnitee Agent Party harmless to the terms hereof unless it extent that such Indemnitee Agent Party shall first be indemnified (upon requesting such indemnification) to its satisfaction not have been reimbursed by the Lenders Seller, from and against any and all liability and expense which it may incur losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by reason any of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, them (except to the extent not reimbursed by that it has resulted from the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount gross negligence or willful misconduct of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever such Indemnitee Agent Party) 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 Administrative other Program Agreements or otherwise in its capacity as an Indemnitee Agent as agent Party in any way relating to or arising out of this AgreementAgreement or the other Program Agreements, including amounts paid in settlement, court costs and reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such Indemnitee 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. (b) Promptly after receipt by the Indemnitee Agent Party of notice of the commencement of any action regarding which a claim in respect thereof is to be made against Buyer, the Notes or Indemnitee Agent Party shall notify Buyer in writing of the commencement thereof, but the omission to so notify will not relieve Buyer from any other documents contemplated by or referred to herein or the transactions contemplated hereby (including the costs and expenses liability which the Borrower is obligated to pay they may have under this Agreement but excludingor from any other liability which they may have, 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in 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 except to the extent subsequently paid that they have been prejudiced in any material respect by the Borrowerfailure by the Indemnitee Agent Party to provide prompt notice. Upon receipt of notice by B▇▇▇▇, B▇▇▇▇ will be entitled to participate in the related action, and they may elect by written notice delivered to the Indemnitee Agent Party to assume the defense thereof. Upon receipt of notice by the Indemnitee Agent Party of the Buyer’s election to assume the defense of such remittance action, Buyer shall not be liable to be the Indemnitee Agent Party for legal expenses incurred by such party in accordance connection with the proportionate amount defense thereof unless (i) Buyer shall not have employed counsel to represent the Indemnitee Agent Party within a reasonable time after receipt of notice of commencement of the indemnification made action, (ii) Buyer have authorized in writing the employment of separate counsel for the Indemnitee Agent Party, or (iii) the Indemnitee Agent Party has previously engaged counsel and reasonable legal expenses are necessary (a) to transfer the file to the Buyer’s designated counsel, or (b) to pursue immediate legal action necessary to preserve the legal rights or defenses of the Indemnitee Agent Party as against a third party claimant, and such legal action must occur prior to said transfer. Buyer shall not settle any suit or claim without the Indemnitee Agent Party’s written consent unless such settlement solely involves the payment of money by each respective Lenderparties other than the Indemnitee Agent Party and includes unconditional release of the Indemnitee Agent Party from all liability on all matters that are the subject of such proceeding or claim.

Right to Indemnity. The Administrative Agent shall To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 11.12 to be fully justified in failing or refusing paid by it to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the Borrowerits directors, under this Agreementofficers, agents, employees, attorneys and Affiliates, each Bank shall, ratably in accordance with its ratable share (based on the aggregate Principal Amount of the Commitments and Loans made held by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitmentseach Bank), for indemnify and hold the Administrative Agent, its directors, officers, agents, employees, attorneys and Affiliates harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever which (including, without limitation, reasonable attorneys’ fees and disbursements) that may be imposed on, incurred by or asserted against the Administrative Agent as agent them in any way relating to or arising out of this Agreement, the Notes Loan Documents (other than losses incurred by reason of the failure of the Borrower to pay the Obligations represented by the Loan Documents) or any other documents contemplated action taken or not taken 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 excludingit as Administrative Agent thereunder, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of except such as result from its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s own gross negligence or willful misconduct; provided. Without limitation on the foregoing, however, that, in the event each Bank shall reimburse 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, upon demand for that Bank’s ratable share of any cost or expense incurred by the Administrative Agent shall remit to in connection with the Lenders negotiation, preparation, execution, delivery, amendment, waiver, restructuring, reorganization (including a bankruptcy reorganization), enforcement or attempted enforcement of the amount of such costs and expenses Loan Documents, to the extent subsequently paid that the Borrower or any other party is required by Section 11.3 to pay that cost or expense but fails to do so upon demand. Nothing in this Section shall entitle the Borrower, Administrative Agent to recover any amount from the Banks if and to the extent that such remittance to be amount has theretofore been recovered from the Borrower or any of its Subsidiaries. The undertaking in accordance with the proportionate amount this Section shall survive termination of the indemnification made by each respective LenderCommitments, the payment of all other Obligations and the resignation of the Administrative Agent.

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 (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative AgentAgent in its capacity as such, to the extent not reimbursed by the Borrower, 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), pro rata according to each Lender’s Applicable Percentage for any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 Notes, the Transactions 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, howeverfurther, that, in 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.

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 (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the 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 any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 Transactions (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconductmisconduct (to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment); provided, however, that, in 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.

Right to Indemnity. The A. To the extent determined by the Administrative Agent to be required by any applicable law, the Administrative Agent may withhold from any interest, fee or other payment to any Lender (including with respect to any Participant of such Lender) an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Government Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender 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 (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative AgentAgent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties and interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. B. Except as set forth in subsection 9.4A, each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and its Related Parties to the extent that any such Person shall not have been reimbursed by the 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)Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such other Person in exercising the powers, rights and remedies of Administrative Agent or performing duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results resulting solely from the Administrative Agent’s gross negligence or willful misconduct; provided, however, thatmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any other such Person for any purpose shall, in the event the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent receives indemnification from may call for additional indemnity and cease, or not commence, to do the Lenders hereunder with respect to costs and expenses which the Borrower acts indemnified against until such additional indemnity 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 Lenderfurnished.

Right to Indemnity. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder hereunder, under any other Loan Document or under any agreement executed and delivered pursuant to the terms hereof or thereof unless it shall first be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the 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 any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 Notes, the other Loan Documents or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby Transactions (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided that no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; and provided, howeverfurther, that, in 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.

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree Pro Rata Share, severally agrees to indemnify the Administrative AgentAgent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates (collectively, the “Agent Indemnitees”) to the extent that any such Person shall not have been reimbursed by the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements and fees and disbursements of any financial advisor engaged by the Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent or such other Person in exercising the powers, rights and remedies of the Administrative Agent or performing duties of the Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results Indemnitee resulting solely from the Administrative Agentthat Agent Indemnitee’s gross negligence or willful misconduct; provided, however, thatmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent or any other such Person for any purpose shall, in the event opinion of the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this AgreementAgent, be insufficient or become impaired, the Administrative Agent shall remit may call for additional indemnity and cease, or not commence, to do the Lenders the amount of acts indemnified against until 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 Lenderadditional indemnity is furnished.

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any Pro Rata share, severally agrees to indemnify Agent and its Affiliates and all liability of Agent’s and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agentits Affiliates present and future officers, directors, agents, employees and attorneys (“Agent Indemnitees”) to the extent that Agent Indemnitees shall not have been reimbursed by the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them any Credit Party (or, if no Loans are outstanding, ratably in accordance with their respective Commitmentsand without limiting any Credit Party’s obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable advisors’ fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent Indemnitees in connection with any Credit Document or with any of its powers, rights, remedies or duties hereunder or under the other Credit Documents or otherwise in its capacity as Agent in any way relating to or arising out of or in connection with this Agreement or the other Credit Documents or the preparation thereof or any amendment, modification or termination thereof; provided, 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 Agent’s gross negligence or willful misconduct (as determined in a final, non-appealable judgment by a court of competent jurisdiction). If any kind indemnity furnished to Agent Indemnitees for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and nature whatsoever which may be imposed oncease, incurred by or asserted not commence, to do the acts indemnified against the Administrative until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify Agent as agent in Indemnitees against 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 other documents; provided no such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agentin excess of such Lender’s gross negligence Pro Rata share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify Agent Indemnitees against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or willful misconduct; provided, however, that, disbursement described in the event proviso in 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 Lenderimmediately preceding sentence.

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree Pro Rata Share, severally agrees to indemnify the Administrative Agent, to the extent that Administrative Agent shall not have been reimbursed by the Borrowerany Credit Party, under this Agreementfor and against any and all Indemnified Liabilities; provided, ratably no Lender shall be liable for any portion of such Indemnified Liabilities resulting from Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment; provided further that no action taken in accordance with the aggregate Principal Amount directions of the Loans made by them Requisite Lenders (oror such other number or percentage of the Lenders (including, if no Loans are outstandingapplicable, ratably in accordance with their respective Commitments), the Initial Lender Representative) as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.06 If any indemnity furnished to Administrative Agent for any and all liabilitiespurpose shall, obligationsin the opinion of Administrative Agent, damagesbe insufficient or become impaired, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent as 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 way relating Lender to or arising out of this Agreement, the Notes or indemnify Administrative Agent against 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 other documents; provided no such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results 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 Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the first proviso in the immediately preceding sentence (subject to the second proviso to such sentence). Without limitation of the foregoing provisions of this Section 9.06, each Lender shall reimburse the Administrative Agent upon presentation of an invoice for its Pro Rata Share of any reasonable costs or out-of-pocket expenses (including reasonable and documented legal fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Credit Parties; provided that such reimbursement by the Lenders shall not affect the Credit Parties’ continuing reimbursement obligations with respect thereto. For purposes of this Section 9.06, the respective Pro Rata Shares of the Lenders shall be 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 Loans have been paid in full, in accordance with their respective Pro Rata Shares immediately prior to the date on which the Loans are paid in full). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to such Lender from any source against any amount due to the Administrative Agent under this Section 9.06. The undertaking in this Section 9.06 shall survive the payment of all Obligations and the resignation and/or replacement of the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in 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.

Right to Indemnity. The Administrative Each Bank severally agrees to reimburse and indemnify, defend and save the 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 (upon requesting such indemnification) proportionately to its satisfaction by Pro Rata Share of the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, Commitment (to the extent the Agent shall not have been reimbursed by the Borrower, under this Agreement, ratably in accordance with Borrower and/or any Subsidiary and without limiting the aggregate Principal Amount obligation of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective CommitmentsBorrower to do so), for harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements, including, to the extent the Borrower is obligated to pay such amounts under Section 9.08, the allocated costs of staff counsel and costs of appraisers) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or in any way relating to or arising out of any Loan Document; provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results resulting from the Administrative Agent’s 's gross negligence or willful misconduct; provided, however, and provided further that, in the event that, after a Bank has made a payment to the Administrative Agent in connection with such indemnification obligation, the Agent receives indemnification payment from or on behalf of the Borrower and/or any Subsidiary for such obligation, the Agent shall reimburse such Bank an amount equal to its Pro Rata Share of such amount received from the Lenders hereunder with respect Borrower and/or and Subsidiary. In addition, each Bank agrees promptly upon demand to costs and expenses which reimburse 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 not reimbursed by the Borrower, such remittance Borrower and without limiting the obligation of the Borrower to be do so) in accordance proportion to its Pro Rata Share for all amounts due and payable by the Borrower to the Agent in connection with the proportionate amount agent's periodic examination of the indemnification made by each respective LenderLoan Parties' books, records and business properties under Section 5.01(e). If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. 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 (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the BorrowerBorrowers, 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 any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in the event the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the 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 BorrowerBorrowers, such remittance to be in accordance with the proportionate amount of the indemnification made by each respective Lender.

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 (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agenteach Agent and its officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”), to the extent not reimbursed by the Borrower, 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 aggregate Principal Amount of the Loans made by them date on which indemnification is sought under this Section (or, if no indemnification is sought after the date upon which the Total Commitments shall have terminated and the Loans are outstandingshall have been paid in full, ratably in accordance with their respective Commitmentssuch Applicable Percentages immediately prior to such date), for from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative such Agent as agent Indemnitee in any way relating to or arising out of of, the Commitments, this Agreement, any of the Notes 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 other documents; provided no such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative AgentAgent Indemnitee’s gross negligence or willful misconductmisconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction); provided, however, that, in 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. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree Pro Rata Share, severally agrees to indemnify the Administrative Agent and, subject to the provisions of the Intercreditor and Subordination Agreement, the Collateral Agent, to the extent that the Administrative Agent or the Collateral Agent, as applicable, shall not have been reimbursed by the 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)Borrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent or the Collateral Agent, as applicable, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent or the Collateral Agent, as applicable, in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results resulting from the Administrative Agent’s respective gross negligence or willful misconduct; providedmisconduct of the Administrative Agent or the Collateral Agent, however, thatas applicable. If any indemnity furnished to the Administrative Agent or the Collateral Agent for any purpose shall, in the event opinion of the Administrative Agent receives indemnification from or the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this AgreementCollateral Agent, as applicable, be insufficient or become impaired, the Administrative Agent shall remit or, subject 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 provisions of the indemnification made by each respective LenderIntercreditor and Subordination Agreement, the Collateral Agent, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree Pro Rata Share, severally agrees to indemnify the Administrative Agent (and any prior Administrative Agent), to the extent that the Administrative Agent shall not have been reimbursed by the 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)any Credit 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 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 the Administrative 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 of except to the extent that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulted from the Administrative Agent’s gross negligence or willful misconduct. If any kind and nature whatsoever which may be imposed on, incurred by or asserted against indemnity furnished to the Administrative Agent as agent for any purpose shall, in any way relating to the opinion of the Administrative Agent, be insufficient or arising out of this Agreementbecome impaired, the Notes 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 other documents contemplated by or referred Lender to herein or indemnify 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 Administrative Agent against any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agentin excess of such Lender’s gross negligence or willful misconductPro Rata Share thereof; providedand provided further, however, that, in the event this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent receives indemnification from against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the Lenders hereunder with respect to costs and expenses which proviso in 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 Lenderimmediately 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 (upon requesting such indemnification) to its satisfaction by the Lenders Banks against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders Banks agree to indemnify the Administrative AgentAgents, to the extent not reimbursed by the Borrower, Company under this Agreement, ratably in accordance with the aggregate Principal Amount principal amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent Agents as agent 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 including, without limitation, the costs and expenses which the Borrower 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative any Agent’s =s gross negligence or willful misconduct; provided, however, that, in the event the Administrative an Agent receives indemnification from the Lenders Banks hereunder with respect to costs and expenses which the Borrower Company is obligated to pay under this Agreement, the Administrative such Agent shall remit to the Lenders Banks the amount of such costs and expenses to the extent subsequently paid by the BorrowerCompany, such remittance to be in accordance with the proportionate amount of the indemnification made by each respective LenderBank.

Right to Indemnity. The Administrative Each Lender severally agrees to indemnify 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 (upon requesting such indemnification) ------------------ proportionately to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative AgentPro Rata Share, to the extent Agent shall not have been reimbursed by the 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)Borrowers, 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 Agent in performing its duties hereunder or in any way relating to or arising out of this Agreement, the Loan Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such -------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results resulting from the Administrative Agent’s 's gross negligence or willful misconduct; provided, however, that. If any indemnity furnished to Agent for any purpose shall, in the event opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the Administrative acts indemnified against until such additional indemnity is furnished. Payee of Note Treated as Owner. Agent receives indemnification from may deem and treat the Lenders hereunder with respect to costs payee of any Note ------------------------------ as the owner thereof for all purposes hereof unless 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 until a written notice of the indemnification made by each respective Lenderassignment or transfer thereof shall have been filed with Agent. Any request, authority or consent of any person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee or assignee of that Note or of any Note or Notes issued in exchange therefor.

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree Pro Rata Share, severally agrees to indemnify the Administrative Agent, to the extent that Administrative Agent shall not have been reimbursed by the 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)Company, 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 Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results resulting from the Administrative Agent’s 's gross negligence or willful misconduct; provided. To the extent indemnification payments made by Lenders pursuant to this subsection 9.4 are subsequently recovered by Administrative Agent from, howeveror for the account of, thatCompany, Administrative Agent will promptly refund such previously paid indemnification payments to Lenders. If any indemnity furnished to Administrative Agent for any purpose shall, in the event the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent receives indemnification from may cease, or not commence, to do the Lenders hereunder with respect to costs and expenses which the Borrower acts indemnified against until such additional indemnity 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 Lenderfurnished.

Right to Indemnity. The Administrative Agent shall To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 11.12 to be fully justified in failing or refusing paid by it to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the Borrowerits directors, under this Agreementofficers, agents, employees, attorneys and Affiliates, each Bank shall, ratably in accordance with its Pro Rata Share, indemnify and hold the aggregate Principal Amount of the Loans made by them (orAdministrative Agent, if no Loans are outstandingits directors, ratably in accordance with their respective Commitments)officers, for agents, employees, attorneys and Affiliates harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever which (including, without limitation, reasonable attorneys’ fees and disbursements) that may be imposed on, incurred by or asserted against the Administrative Agent as agent them in any way relating to or arising out of this Agreement, the Notes Loan Documents (other than losses incurred by reason of the failure of the Borrower to pay the Obligations represented by the Loan Documents) or any other documents contemplated action taken or not taken 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 excludingit as Administrative Agent thereunder, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of except such as result from its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s own gross negligence or willful misconduct; provided. Without limitation on the foregoing, however, that, in the event each Bank shall reimburse 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, upon demand for that Bank’s ratable share of any cost or expense incurred by the Administrative Agent shall remit to in connection with the Lenders negotiation, preparation, execution, delivery, amendment, waiver, restructuring, reorganization (including a bankruptcy reorganization), enforcement or attempted enforcement of the amount of such costs and expenses Loan Documents, to the extent subsequently paid that the Borrower or any other party is required by Section 11.3 to pay that cost or expense but fails to do so upon demand. Nothing in this Section 10.8 shall entitle the Borrower, Administrative Agent to recover any amount from the Banks if and to the extent that such remittance to be amount has theretofore been recovered from the Borrower or any of its Subsidiaries. The undertaking in accordance with the proportionate amount this Section 10.8 shall survive termination of the indemnification made by each respective LenderCommitments, the payment of all other Obligations and the resignation of the Administrative Agent.

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 (upon requesting such indemnification) to its satisfaction by the Lenders Banks against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders Banks agree to indemnify the Administrative AgentAgents, to the extent not reimbursed by the Borrower, Company under this Agreement, ratably in accordance with the aggregate Principal Amount principal amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent Agents as agent 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 including, without limitation, the costs and expenses which the Borrower 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative any Agent’s 's gross negligence or willful misconduct; provided, however, that, in the event the Administrative an Agent receives indemnification from the Lenders Banks hereunder with respect to costs and expenses which the Borrower Company is obligated to pay under this Agreement, the Administrative such Agent shall remit to the Lenders Banks the amount of such costs and expenses to the extent subsequently paid by the BorrowerCompany, such remittance to be in accordance with the proportionate amount of the indemnification made by each respective LenderBank.

Right to Indemnity. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder under this Agreement or under any agreement executed and delivered pursuant to the terms hereof other Loan Document or in relation hereto or thereto unless it shall first be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders further agree to indemnify the Administrative Agent, to the extent not reimbursed by the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, Agent ratably in accordance with their respective Commitments), pro rata holding of the Term Loans for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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, Agreement or the Notes or any other documents contemplated by or referred to herein Loan Documents or the transactions contemplated hereby (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excludingor thereby, 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 other documents, and either not indemnified 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 provided, however, that no such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s 's gross negligence or willful misconduct; provided, however, that, in misconduct to the event extent a court of competent jurisdiction shall have so determined by a final non-appealable judgment. Each Lender agrees to reimburse the Administrative Agent receives indemnification from in the Lenders hereunder with respect to costs and amount of its pro rata share (based on its holding of Term Loans) of any reasonable out-of-pocket expenses for which the Borrower is obligated to pay under this Agreement, the Administrative Agent is entitled to receive, but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 10.7 shall remit to survive the Lenders the amount of such costs payment and expenses to the extent subsequently paid by the Borrower, such remittance to be in accordance with the proportionate amount fulfillment of the indemnification made by each respective LenderObligations and termination of this Agreement.

Right to Indemnity. (a) The Administrative Agent Company shall, to the fullest extent to which it is empowered to do so by the Act or any other applicable laws as may from time to time be in effect, indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in a right of the Company to procure judgment in its favor by reason of the fact that such Person (i) is or was a Member, Manager or Officer of the Company or any subsidiary or (ii) upon the approval of the Board, is or was serving at the request of the Company as a partner, director, officer, manager, managing member, employee or agent of another Person, against expenses (including attorneys’ fees) actually and reasonably incurred by such indemnified Person in connection with the defense or settlement of such action or suit, if such Person acted in good faith in compliance with such Person’s fiduciary duties as set forth in Section 6.5 and 6.6 of this LLC Agreement or the Act and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company; provided that no indemnification shall be fully justified made in failing respect of any claim, issue or refusing matter as to take any action hereunder or under any agreement executed which and delivered pursuant to the terms hereof extent such Person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all of the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. (b) Expenses incurred by a Person described as being entitled to indemnification hereunder in defending a civil, criminal, administrative or investigative action, suit or proceeding, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of a written undertaking by or on behalf of such Person to repay such amount unless it shall first ultimately be determined that he or she is entitled to be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against Company as authorized in this Article VII. (c) The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this LLC Agreement, any other agreement, or otherwise, it being the policy of the Company that indemnification pursuant to this Article VII shall be to the fullest extent permitted by law, both as to action in his or her official capacity and all liability as to action in another capacity while holding such office by a Manager or Officer and expense which it may incur by reason shall continue as to a Person who has ceased serving in the capacity entitling such Person to indemnification hereunder, and shall inure to the benefit of taking or continuing to take any the heirs, executors and administrators of such actiona Person. The Lenders agree provisions of this Article VII shall not be deemed to preclude the indemnification of any Person who is not specified in Section 7.1(a) but whom the Company has the power or obligation to indemnify under the Administrative Agentprovisions of the Act, or otherwise. (d) The Company may, to the extent not reimbursed authorized from time to time by the BorrowerBoard of Managers, under this Agreement, ratably in accordance with provide rights of indemnification and the aggregate Principal Amount advancement of expenses to employees and agents of the Loans made by them (or, if no Loans are outstanding, ratably Company similar to those conferred in accordance with their respective Commitments), for any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 Article VII to the performance Board of its agency duties hereunder) or the enforcement of any Managers, Members and Officers of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in 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 LenderCompany.

Right to Indemnity. The (a) B▇▇▇▇ hereby agrees to indemnify Administrative Agent, any Affiliate of the Administrative Agent, and their respective directors, officers, agents and employees (each, an “Indemnitee Agent shall be fully justified in failing or refusing to take any action hereunder or under any agreement executed Party”), and delivered pursuant hold such Indemnitee Agent Party harmless to the terms hereof unless it extent that such Indemnitee Agent Party shall first be indemnified (upon requesting such indemnification) to its satisfaction not have been reimbursed by the Lenders Seller, from and against any and all liability and expense which it may incur losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by reason any of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, them (except to the extent not reimbursed by that it has resulted from the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount gross negligence or willful misconduct of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever such Indemnitee Agent Party) 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 Administrative other Program Agreements or otherwise in its capacity as an Indemnitee Agent as agent Party in any way relating to or arising out of this AgreementAgreement or the other Program Agreements, including amounts paid in settlement, court costs and reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such Indemnitee 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. (b) Promptly after receipt by the Indemnitee Agent Party of notice of the commencement of any action regarding which a claim in respect thereof is to be made against Buyer, the Notes or Indemnitee Agent Party shall notify Buyer in writing of the commencement thereof, but the omission to so notify will not relieve Buyer from any other documents contemplated by or referred to herein or the transactions contemplated hereby (including the costs and expenses liability which the Borrower is obligated to pay they may have under this Agreement but excludingor from any other liability which they may have, 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in 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 except to the extent subsequently paid that they have been prejudiced in any material respect by the Borrowerfailure by the Indemnitee Agent Party to provide prompt notice. Upon receipt of notice by B▇▇▇▇, B▇▇▇▇ will be entitled to participate in the related action, and they may elect by written notice delivered to the Indemnitee Agent Party to assume the defense thereof. Upon receipt of notice by the Indemnitee Agent Party of B▇▇▇▇’s election to assume the defense of such remittance action, Buyer shall not be liable to be the Indemnitee Agent Party for legal expenses incurred by such party in accordance connection with the proportionate amount defense thereof unless (i) Buyer shall not have employed counsel to represent the Indemnitee Agent Party within a reasonable time after receipt of notice of commencement of the indemnification made action, (ii) Buyer have authorized in writing the employment of separate counsel for the Indemnitee Agent Party, or (iii) the Indemnitee Agent Party has previously engaged counsel and reasonable legal expenses are necessary (a) to transfer the file to Buyer’s designated counsel, or (b) to pursue immediate legal action necessary to preserve the legal rights or defenses of the Indemnitee Agent Party as against a third party claimant, and such legal action must occur prior to said transfer. Buyer shall not settle any suit or claim without the Indemnitee Agent Party’s written consent unless such settlement solely involves the payment of money by each respective Lenderparties other than the Indemnitee Agent Party and includes unconditional release of the Indemnitee Agent Party from all liability on all matters that are the subject of such proceeding or claim.

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree Pro Rata Share, severally agrees to indemnify the Administrative Agent, to the extent that the Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount Agent to Borrower of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments)a written request for reimbursement, 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 the Agent in performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results resulting from the Administrative Agent’s 's gross negligence or willful misconduct; providedprovided further that upon the consummation of an assignment of all or any portion of a 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 the assigning Lender and (ii) the Agent consent in writing to such assignment), however, thatthe 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 for any purpose shall, in the event opinion of the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this AgreementAgent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to the Lenders the amount each applicable Lender its allocable share of such costs and expenses to the extent subsequently any recovery from Borrower or another Loan Party of amounts previously paid by the Borrower, such remittance to be in accordance with the proportionate amount of the indemnification made by each respective Lender.

Right to Indemnity. The Administrative Agent shall To the extent that the Company for any reason fails to indefeasibly pay any amount required under Section 13.12 to be fully justified in failing or refusing paid by it to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the Borrowerits directors, under this Agreementofficers, agents, employees, attorneys and Affiliates, each Bank shall, ratably in accordance with the aggregate Principal Amount its Pro Rata Share of the Loans made by them (orCommitment, if no Loans are outstandingindemnify and hold the Administrative Agent, ratably in accordance with their respective Commitments)its directors, for officers, agents, employees, attorneys and Affiliates harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever which (including, without limitation, reasonable attorneys’ fees and disbursements) that may be imposed on, incurred by or asserted against the Administrative Agent as agent them in any way relating to or arising out of this Agreement, the Notes Loan Documents (other than losses incurred by reason of the failure of the Borrowers to pay the Obligations represented by the Loan Documents) or any other documents contemplated action taken or not taken 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 excludingit as Administrative Agent thereunder, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of except such as result from its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s own gross negligence or willful misconduct; provided. Without limitation on the foregoing, however, that, in the event each Bank shall reimburse 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, upon demand for that Bank’s ratable share of any cost or expense incurred by the Administrative Agent shall remit to in connection with the Lenders negotiation, preparation, execution, delivery, amendment, waiver, restructuring, reorganization (including a bankruptcy reorganization), enforcement or attempted enforcement of the amount of such costs and expenses Loan Documents, to the extent subsequently paid that the Company or any other party is required by Section 13.3 to pay that cost or expense but fails to do so upon demand. Nothing in this Section shall entitle the Borrower, Administrative Agent to recover any amount from the Banks if and to the extent that such remittance to be amount has theretofore been recovered from the Company or any of its Subsidiaries. The undertaking in accordance with the proportionate amount this Section shall survive termination of the indemnification made by each respective LenderCommitments, the payment of all other Obligations and the resignation of the Administrative Agent.

Right to Indemnity. The Administrative Agent shall be fully justified Each Non-Tranche C Term Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree Pro Rata Share, severally agrees to indemnify the Administrative each Agent, to the extent that such Agent shall not have been reimbursed by the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, 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 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 such Agent's gross negligence or willful misconduct or allocable to the Tranche C Term Loans based on the Obligations allocable to the Tranche C Term Loans as compared 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, 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 and or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in performing its duties hereunder or under the Administrative other Loan Documents or otherwise in its capacity as 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 Agreement 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 other documentsLoan Documents; provided that no Tranche C Term Lender shall be liable for any portion of such liabilityliabilities, obligationobligations, damagelosses, penaltydamages, actionpenalties, judgmentactions, suitjudgments, costsuits, expense costs, expenses or disbursement results disbursements resulting from the Administrative such Agent’s 's gross negligence or willful misconduct; provided, however, thatmisconduct or allocable to 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 for any purpose shall, in 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 opinion of such costs Agent, be insufficient or become impaired, Agent may call for additional indemnity and expenses cease, or not commence, to do the extent subsequently paid by the Borrower, acts indemnified against until such remittance to be in accordance with the proportionate amount additional indemnity is furnished." B. Subsection 9.7 of the indemnification made Credit Agreement is hereby amended by each respective Lender.adding the following subsection C. at the end thereof as follows:

Right to Indemnity. The Administrative Agent shall To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 11.12 to be fully justified in failing or refusing paid by it to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the Borrowerits‌ directors, under this Agreementofficers, agents, employees, attorneys and Affiliates, each Bank shall, ratably in accordance with its ratable share (based on the aggregate Principal Amount of the Commitments and Loans made held by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitmentseach Bank), for indemnify and hold the Administrative Agent, its directors, officers, agents, employees, attorneys and Affiliates harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever which (including, without limitation, reasonable attorneys’ fees and disbursements) that may be imposed on, incurred by or asserted against the Administrative Agent as agent them in any way relating to or arising out of this Agreement, the Notes Loan Documents (other than losses incurred by reason of the failure of the Borrower to pay the Obligations represented by the Loan Documents) or any other documents contemplated action taken or not taken 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 excludingit as Administrative Agent thereunder, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of except such as result from its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s own gross negligence or willful misconduct; provided. Without limitation on the foregoing, however, that, in the event each Bank shall reimburse 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, upon demand for that Bank’s ratable share of any cost or expense incurred by the Administrative Agent shall remit to in connection with the Lenders negotiation, preparation, execution, delivery, amendment, waiver, restructuring, reorganization (including a bankruptcy reorganization), enforcement or attempted enforcement of the amount of such costs and expenses Loan Documents, to the extent subsequently paid that the Borrower or any other party is required by Section 11.3 to pay that cost or expense but fails to do so upon demand. Nothing in this Section shall entitle the Borrower, Administrative Agent to recover any amount from the Banks if and to the extent that such remittance to be amount has theretofore been recovered from the Borrower or any of its Subsidiaries. The undertaking in accordance with the proportionate amount this Section shall survive termination of the indemnification made by each respective LenderCommitments, the payment of all other Obligations and the resignation of the Administrative Agent.

Right to Indemnity. The Administrative Agent shall To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 11.12 to be fully justified in failing or refusing paid by it to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the Borrowerits directors, under this Agreementofficers, agents, employees, attorneys and Affiliates, each Bank shall, ratably in accordance with its ratable share (based on the aggregate Principal Amount of the Commitments and Loans made held by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitmentseach Bank), for indemnify and hold the Administrative Agent, its directors, officers, agents, employees, attorneys and Affiliates harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and or nature whatsoever which (including, without limitation, reasonable attorneys’ fees and disbursements) that may be imposed on, incurred by or asserted against the Administrative Agent as agent them in any way relating to or arising out of this Agreement, the Notes Loan Documents (other than losses incurred by reason of the failure of the Borrower to pay the Obligations represented by the Loan Documents) or any other documents contemplated action taken or not taken 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 excludingit as Administrative Agent thereunder, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of except such as result from its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s own gross negligence or willful misconduct; provided. Without limitation on the foregoing, however, that, in the event each Bank shall reimburse 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, upon demand for that Bank’s ratable share of any cost or expense incurred by the Administrative Agent shall remit to in connection with the Lenders negotiation, preparation, execution, delivery, amendment, waiver, restructuring, reorganization (including a bankruptcy reorganization), enforcement or attempted enforcement of the amount of such costs and expenses Loan Documents, to the extent subsequently paid that the Borrower or any other party is required by Section 11.3 to pay that cost or expense but fails to do so upon demand. Nothing in this Section shall entitle the Borrower, Administrative Agent to‌ recover any amount from the Banks if and to the extent that such remittance to be amount has theretofore been recovered from the Borrower or any of its Subsidiaries. The undertaking in accordance with the proportionate amount this Section shall survive termination of the indemnification made by each respective LenderCommitments, the payment of all other Obligations and the resignation of the Administrative Agent.

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree Pro Rata Share, severally agrees to indemnify the Administrative Agent, to the extent that Administrative Agent shall not have been reimbursed by the 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)Borrower or another Loan Party, 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 Administrative Agent in performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results resulting from the Administrative Agent’s 's gross negligence or willful misconduct; provided, howeverfurther, that if Administrative Agent is subsequently reimbursed by Borrower or any other Loan Party for any such liabilities, losses, 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 Administrative Agent for any purpose shall, in the event the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent receives indemnification from may call for additional indemnity and cease, or not commence, to do the Lenders hereunder with respect to costs and expenses which the Borrower acts indemnified against until such additional indemnity is obligated to pay under this Agreement, the Administrative furnished. The Prior Agent shall remit be entitled to the Lenders continued protection of the amount of such costs and expenses indemnities provided to the extent subsequently paid by Prior Agent under the Borrower, such remittance to be Existing Credit Agreement for the period in accordance with which it served as agent under the proportionate amount of the indemnification made by each respective LenderExisting Credit Agreement.

Right to Indemnity. The Administrative Each Agent shall be fully justified in failing or refusing to take any action hereunder under this Agreement or under any agreement executed and delivered pursuant to the terms hereof other Loan Document or in relation hereto or thereto unless it shall first be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders further agree to indemnify the Administrative Agent, to the extent not reimbursed by the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, each Agent ratably in accordance with their respective Commitments), Percentages for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative such Agent as agent in any way relating to or arising out of this Agreement, Agreement or the Notes or any other documents contemplated by or referred to herein Loan Documents or the transactions contemplated hereby (including the costs and expenses which the Borrower is obligated to pay under this Agreement but excludingor thereby, 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 other documents, and either not indemnified 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 provided, however, that no such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative such Agent’s 's gross negligence or willful misconduct; provided, however, that, . Each Lender agrees to reimburse each Agent in 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 its pro rata share of any out-of-pocket expenses for which such costs Agent is entitled to receive, but has not received, reimbursement pursuant to this Agreement. The agreements in this Section shall survive the payment and expenses to the extent subsequently paid by the Borrower, such remittance to be in accordance with the proportionate amount fulfillment of the indemnification made by each respective LenderObligations and termination of this Agreement.

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by pro rata share of the Lenders against any and all liability and expense which it may incur by reason Commitments or the aggregate principal amount of taking or continuing to take any such action. The Lenders agree outstanding Loans hereunder, severally agrees to indemnify the Administrative AgentAgent and the Arranger, to the extent that the Administrative Agent shall not have been reimbursed by the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including 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 the Arranger in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent or the Arranger in any way relating to or arising out of this Agreement or the other 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 the Administrative Agent’s or the Arranger’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any kind and nature whatsoever which may be imposed on, incurred by or asserted against indemnity furnished to the Administrative Agent as agent or the Arranger for any purpose shall, in any way relating to the opinion of the Administrative Agent, be insufficient or arising out of this Agreementbecome impaired, the Notes 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 other documents contemplated by or referred Lender to herein or indemnify 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 Administrative Agent against any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from in excess of such Lender’s pro rata share thereof as determined based on the Administrative Agentprincipal amount of such Lender’s gross negligence Commitments or willful misconductoutstanding Loans hereunder as a percentage of the aggregate principal amount of the total Commitments or outstanding Loans of the Lenders; providedand provided further, however, that, in the event this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent receives indemnification from against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the Lenders hereunder with respect to costs and expenses which proviso in 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 Lenderimmediately 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 (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the 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 any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in 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.

Right to Indemnity. The (a) Buyer hereby agrees to indemnify Administrative Agent, any Affiliate of the Administrative Agent, and their respective directors, officers, agents and employees (each, an “Indemnitee Agent shall be fully justified in failing or refusing to take any action hereunder or under any agreement executed Party”), and delivered pursuant hold such Indemnitee Agent Party harmless to the terms hereof unless it extent that such Indemnitee Agent Party shall first be indemnified (upon requesting such indemnification) to its satisfaction not have been reimbursed by the Lenders Seller, from and against any and all liability and expense which it may incur losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by reason any of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, them (except to the extent not reimbursed by that it has resulted from the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount gross negligence or willful misconduct of the Loans made by them (or, if no Loans are outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever such Indemnitee Agent Party) 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 Administrative other Program Agreements or otherwise in its capacity as an Indemnitee Agent as agent Party in any way relating to or arising out of this AgreementAgreement or the other Program Agreements, including amounts paid in settlement, court costs and reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such Indemnitee 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. (b) Promptly after receipt by the Indemnitee Agent Party of notice of the commencement of any action regarding which a claim in respect thereof is to be made against Buyer, the Notes or Indemnitee Agent Party shall notify Buyer in writing of the commencement thereof, but the omission to so notify will not relieve Buyer from any other documents contemplated by or referred to herein or the transactions contemplated hereby (including the costs and expenses liability which the Borrower is obligated to pay they may have under this Agreement but excludingor from any other liability which they may have, 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, in 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 except to the extent subsequently paid that they have been prejudiced in any material respect by the Borrowerfailure by the Indemnitee Agent Party to provide prompt notice. Upon receipt of notice by B▇▇▇▇, B▇▇▇▇ will be entitled to participate in the related action, and they may elect by written notice delivered to the Indemnitee Agent Party to assume the defense thereof. Upon receipt of notice by the Indemnitee Agent Party of B▇▇▇▇’s election to assume the defense of such remittance action, Buyer shall not be liable to be the Indemnitee Agent Party for legal expenses incurred by such party in accordance connection with the proportionate amount defense thereof unless (i) Buyer shall not have employed counsel to represent the Indemnitee Agent Party within a reasonable time after receipt of notice of commencement of the indemnification made action, (ii) Buyer have authorized in writing the employment of separate counsel for the Indemnitee Agent Party, or (iii) the Indemnitee Agent Party has previously engaged counsel and reasonable legal expenses are necessary (a) to transfer the file to Buyer’s designated counsel, or (b) to pursue immediate legal action necessary to preserve the legal rights or defenses of the Indemnitee Agent Party as against a third party claimant, and such legal action must occur prior to said transfer. Buyer shall not settle any suit or claim without the Indemnitee Agent Party’s written consent unless such settlement solely involves the payment of money by each respective Lenderparties other than the Indemnitee Agent Party and includes unconditional release of the Indemnitee Agent Party from all liability on all matters that are the subject of such proceeding or claim.

Right to Indemnity. The 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 (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative AgentAgents, to the extent not reimbursed by the Borrower, 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 any and all liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 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 the 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 other documents; provided no such liability, obligation, 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 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.

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree Pro Rata Share, severally agrees to indemnify the Administrative each Agent, to the extent that such Agent shall not have been reimbursed by the 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)any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind and or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent as agent relating to a participant’s interest in any way relating to Commitments, Loans or arising out of its other obligations under 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 ) except to the performance of its agency duties hereunderextent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) or the enforcement of any of the terms hereof or thereof or of United States Treasury Regulations. Unless otherwise required by the Internal Revenue Service, any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from disclosure required by the Administrative Agent’s gross negligence or willful misconduct; provided, however, that, foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Service. The entries in the event Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Administrative Agent receives indemnification from Participant Register as the Lenders hereunder owner of a participation with respect to costs and expenses which the Borrower is obligated to pay Term Loan for all purposes under this Agreement, the Administrative Agent shall remit notwithstanding any notice to the Lenders contrary. (ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such costs participation, and expenses that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the extent subsequently paid assignment or transfer by the Borrower, such remittance to be in accordance with the proportionate amount any Credit Party of any of its rights and obligations under this Agreement or (C) release all or substantially all of the indemnification made Collateral under the Collateral Documents or all of substantially all of the Guarantors from the Guaranty (in each case, except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. (iii) The Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18, 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by each respective Lender.assignment pursuant to paragraph (iii) of this Section; provided, 0(x) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale

Right to Indemnity. The Administrative Agent shall be fully justified Each Lender, 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 (upon requesting such indemnification) proportion to its satisfaction by the Lenders against any Pro Rata share, severally agrees to indemnify Agent and its Affiliates and all liability of Agent's and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agentits Affiliates present and future officers, directors, agents, employees and attorneys ("Agent Indemnitees") to the extent that Agent Indemnitees shall not have been reimbursed by the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of the Loans made by them any Credit Party (or, if no Loans are outstanding, ratably in accordance with their respective Commitmentsand without limiting any Credit Party's obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable advisors' fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent Indemnitees in connection with any Credit Document or with any of its powers, rights, remedies or duties hereunder or under the other Credit Documents or otherwise in its capacity as Agent in any way relating to or arising out of or in connection with this Agreement or the other Credit Documents or the preparation thereof or any amendment, modification or termination thereof; provided, 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 Agent's gross negligence or willful misconduct (as determined in a final, non-appealable judgment by a court of competent jurisdiction). If any kind indemnity furnished to Agent Indemnitees for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and nature whatsoever which may be imposed oncease, incurred by or asserted not commence, to do the acts indemnified against the Administrative until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify Agent as agent in Indemnitees against 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 other documents; provided no such liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross negligence in excess of such ▇▇▇▇▇▇'s Pro Rata share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify Agent Indemnitees against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or willful misconduct; provided, however, that, disbursement described in the event proviso in 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 Lenderimmediately preceding sentence.

Right to Indemnity. The Administrative Each Lender, in proportion to the percentage equivalent at such time of such Lender's aggregate unpaid principal amount of the Lender's Loan, divided by the aggregate unpaid principal amount of all Loans made by each Lender, severally agrees to indemnify Collateral Agent and his employees, agents, attorneys, professional advisors and affiliates to the extent that any such Person shall be fully justified in failing or refusing to take any action hereunder or under any agreement executed and delivered not have been reimbursed by Borrower pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent not reimbursed by the 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)hereof, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of 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 other Persons in exercising the powers, rights and remedies of Collateral Agent or performing the duties of Collateral Agent hereunder or under the other Loan Documents or otherwise in its capacity as Collateral Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Collateral 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 other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results resulting from the Administrative Collateral Agent’s 's gross negligence or willful misconduct; provided, however, that. If any indemnity furnished to Collateral Agent or other Persons for any purpose shall, in the event opinion of Collateral Agent, be insufficient or become impaired, Collateral Agent may call for additional indemnity and cease, or not commence, to do the Administrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower acts indemnified against until such additional indemnity 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 Lenderfurnished.