Common use of Right to Indemnity Clause in Contracts

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the 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 Agent to Borrower of 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 resulting from the Agent's gross negligence or willful misconduct; provided 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent 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. The Agent shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the 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 Agent to Borrower of 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 resulting from the Agent's gross negligence or willful misconduct; provided 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent 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. The Agent shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103.

Right to Indemnity. Each Subject to the next sentence of this paragraph, each Lender, in proportion to its Pro Rata ShareShare (as defined in clause (i) of the definition of such term), severally agrees to indemnify the Administrative Agent, to the extent that the Administrative Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementGSRP, for and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in performing its duties hereunder or under the other Loan Security Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Security Documents; , provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct; . With respect to any liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements which may be imposed on, incurred by or asserted against the Administrative Agent in performing its duties under the Steamboat Security Documents at the instructions of the Steamboat Required Lenders, under the Canyons Security Documents at the instructions of the Canyons Required Lenders, under the *Sugarbush Security Documents at the instructions of the *Sugarbush Required Lenders, under the *Sugarloaf Security Documents at the instructions of the *Sugarloaf Required Lenders, under the Jordan Bowl Security Documents at the instructions of the Jordan Bowl Required Lenders, under the Attitash Security Documents at the instructions of the Attitash Required Lenders, under the Killington Security Documents at the instructions of the Killington Required Lenders and/or under the Mt. Snow Security Documents at the instructions of the Mt. Snow Required Lenders, each Lender that is a member of a group of the aforesaid Project Required Lenders severally agrees to indemnify the Administrative Agent, to the extent that the Administrative Agent shall not have been reimbursed by GSRP and in proportion to its Pro Rata Share, for and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in performing its duties under any of the aforesaid Security Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of any of the aforesaid Security Documents, provided further that upon the consummation of an assignment of all or no such Lender shall be liable for any portion of a Lendersuch liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's interest under the Loan Documents in accordance with this Agreement (including without limitation the requirements that (i) the assignee assume all obligations (gross negligence or the applicable percentage thereof) of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)willful misconduct. If any indemnity furnished to the Administrative Agent for any purpose in connection with its performance of its duties hereunder or under any other Security Document shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103.

Right to Indemnity. Each Lender, The Administrative Agent shall be fully justified in proportion failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its Pro Rata Share, severally agrees satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Agenteach Agent and its officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”), to the extent that not reimbursed by the Agent Borrower and without limiting the obligation of the Borrower to do so under this Agreement, ratably in accordance with their respective Applicable Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Total Commitments shall not have terminated and the Loans shall have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent paid in full, ratably in accordance with such Applicable Percentages immediately prior to Borrower of a written request for reimbursementsuch date), for from 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 and nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of this Agreement or the other Loan DocumentsDocuments 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 that no Lender shall be liable for any portion of such liabilitiesliability, obligationsobligation, lossesloss, damagesdamage, penaltiespenalty, actionsaction, judgmentsjudgment, suitssuit, costscost, expenses expense or disbursements resulting disbursement results from the Agent's Agent Indemnitee’s gross negligence or willful misconduct; provided further that upon the consummation of an assignment of all or any portion misconduct (as determined by a final and nonappealable decision 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignmentcompetent jurisdiction); provided, the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shallhowever, that, in the opinion of event the Agent, be insufficient or become impairedAdministrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this Agreement, the Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Administrative Agent shall remit to each applicable Lender its allocable share the Lenders the amount of any recovery from Borrower or another Loan Party of amounts previously 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. 103The 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. Each Non-Tranche C Term Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the each Agent, to the extent that the such Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementBorrower, 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 such 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 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 the such Agent's gross negligence or willful misconduct; provided further that upon misconduct or allocable to the consummation of an assignment of all or any portion of a Lender's interest under Tranche C Term Loans based on the Loan Documents in accordance Obligations allocable to the Tranche C Term Loans as compared with this Agreement (including without limitation the requirements that (i) Obligations allocable to the assignee assume all obligations (or the applicable percentage thereof) of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)Credit Exposure. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such 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. The 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 remit to each applicable Lender its allocable share 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 recovery 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 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 Borrower such Agent's gross negligence or another Loan Party willful misconduct 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 opinion of amounts previously paid by such Lender. 103Agent, 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."

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent, to the extent that the Agent shall not have been reimbursed by Borrower be fully justified in failing or refusing to take any action under this Agreement or any other Loan Party within 30 days of delivery 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 each Agent to Borrower of a written request ratably in accordance with their Percentages 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 and 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 such Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not 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 Lender shall be liable for any portion of such liabilitiesliability, obligationsobligation, lossesloss, damagesdamage, penaltiespenalty, actionsaction, judgmentsjudgment, suitssuit, costscost, expenses expense or disbursements resulting disbursement results from the such Agent's gross negligence or willful misconduct; provided further that upon . Each Lender agrees to reimburse each Agent in the consummation amount of an assignment its pro rata share 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 out-of-pocket expenses for which such Agent consent in writing is entitled to such assignment)receive, the assigning Lender shall be released from its obligations but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 9.4 (or shall survive the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shall, in the opinion payment and fulfillment of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity Obligations and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share termination of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103this Agreement.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (determined as of the time such indemnity is sought, it being understood and agreed that if the Maturity Date shall have occurred, with respect to the effected Letters of Credit or Commitments, such determination shall be made immediately prior to giving effect thereto), severally agrees to indemnify the Agenteach Agent (and any affiliate thereof), to the extent that the such Agent (or such affiliate) shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent (or any affiliate thereof) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Agent in any way relating to or arising out of this Agreement or the other Loan Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's ’s (or such affiliate’s) gross negligence or willful misconduct; provided further that upon the consummation misconduct (as determined by a court of an assignment of all or any portion of competent jurisdiction in 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 final and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereofnon-appealable decision). If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided, in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Pro Rata Share thereof (determined as of the time such indemnity is sought, it being understood and agreed that if the Maturity Date shall have occurred, with respect to the Letters of Credit or Commitments, such determination shall be made immediately prior to giving effect thereto); and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the AgentAgent and the Co-Agents, to the extent that the Agent or any Co-Agent shall not have been reimbursed by Borrower the Company or any other Loan Party within 30 days of delivery by the Agent or any Co-Agent to Borrower the Company of 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 or any Co-Agent in performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the Agent or a Co-Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's or any Co-Agent's gross negligence or willful misconductmisconduct or for any expenses incurred by the Agent or any Co-Agent prior to the Restatement Closing Date; provided 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 subsection 8.1 of 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent or any Co-Agent for any purpose shall, in the opinion of the Agent or such Co-Agent, be insufficient or become impaired, the Agent or such Co-Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent and Co-Agents shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party the Company of amounts previously paid by such Lender. 103.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (determined as set forth below), severally agrees to indemnify each Agent (and any sub-agent thereof) and any Related Party of any of the Agentforegoing, to the extent that the such Agent (or any sub-agent thereof) or any such Related Party shall not have been reimbursed by Borrower or any other Loan Credit Party within 30 days of delivery by and to the Agent extent a Credit Party was required to Borrower of a written request for make such reimbursement, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel including reasonable fees and disbursementsdisbursements of counsel) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by or asserted against such Agent (or any sub-agent thereof) or any such Related Party in exercising the powers, rights and remedies, or performing the duties, of such Agent in performing its duties hereunder or under the other Loan Credit Documents or otherwise in relation to its capacity as an Agent (including with respect to any action taken by such Agent prior to the Agent in any way relating to or arising out date of this Agreement or in connection with the other Loan Documentscredit facilities provided for herein); provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the any Agent's ’s gross negligence negligence, bad faith or willful misconduct; provided further that upon the consummation of an assignment of all or any portion , as determined by a final, non-appealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to the an Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided that in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. 103For purposes of this Section 9.6, “Pro Rata Share” shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto when any Loans or Commitments remained outstanding).

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (determined as of the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the effected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto), severally agrees to indemnify the Agenteach Agent (and any affiliate thereof), to the extent that the such Agent (or such affiliate) shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent (or any affiliate thereof) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Agent in any way relating to or arising out of this Agreement or the other Loan Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's ’s (or such affiliate’s) gross negligence or willful misconduct; provided further that upon the consummation misconduct (as determined by a court of an assignment of all or any portion of competent jurisdiction in 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 final and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereofnon-appealable decision). If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided, in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Pro Rata Share thereof (determined as of the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the effected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto); and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent, to the extent that the Agent shall not have been reimbursed by Borrower be fully justified in ------------------ failing or refusing to take any action under this Agreement or any other Loan Party within 30 days of delivery 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 each Agent to Borrower of a written request ratably in accordance with their Percentages 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 and 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 such Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not 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 Lender shall be liable for any portion of such liabilities------------ -------- ------- liability, obligationsobligation, lossesloss, damagesdamage, penaltiespenalty, actionsaction, judgmentsjudgment, suitssuit, costscost, expenses expense or disbursements resulting disbursement results solely from the such Agent's gross negligence or willful misconduct; provided further that upon . Each Lender agrees to reimburse each Agent in the consummation amount of an assignment its pro rata share 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 out-of-pocket expenses for which such Agent consent in writing is entitled to such assignment)receive, the assigning Lender shall be released from its obligations but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 9.4 (or 9.7 shall survive the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shall, in the opinion payment and ----------- fulfillment of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity Obligations and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share termination of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103this Agreement.

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Shareshare, severally agrees to indemnify the Agent and its Affiliates and all of Agent's and its Affiliates present and future officers, directors, agents, employees and attorneys ("Agent Indemnitees") to the extent that the Agent Indemnitees shall not have been reimbursed by Borrower or any other Loan Credit Party within 30 days of delivery by the Agent (and without limiting any Credit Party's obligation to Borrower of a written request for reimbursementdo so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel including reasonable advisors' fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent Indemnitees in performing connection with any Credit Document or with any of its powers, rights, remedies or duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the Agent in any way relating to or arising out of or in connection with this Agreement or the other Loan DocumentsCredit Documents or the preparation thereof or any amendment, modification or termination thereof; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements primarily resulting from the Agent's gross negligence or willful misconduct; provided further that upon the consummation misconduct (as determined in a final, non-appealable judgment by a court 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereofcompetent jurisdiction). If any indemnity furnished to the Agent Indemnitees 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. The ; provided, in no event shall this sentence require any Lender to indemnify Agent Indemnitees against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Xxxxxx's Pro Rata share thereof; and provided further, this sentence shall remit not be deemed to each applicable require any Lender its allocable share of to indemnify Agent Indemnitees against any recovery from Borrower liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or another Loan Party of amounts previously paid by such Lender. 103disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the each Agent, to the extent that the such Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Agent in any way relating to or arising out of this Agreement or the other Loan Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's ’s gross negligence or willful misconduct; provided further that upon the consummation of an assignment of all or any portion , as determined by a final, non-appealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided, in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. 103Schedule 1 Refinancing Term Commitment Refinancing Term Lender Refinancing Term Commitment

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent, to the extent that the The Administrative Agent shall not have been reimbursed by Borrower be fully justified in failing or refusing to take any action under this Agreement or any other Loan Party within 30 days of delivery 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 Borrower ratably in accordance with their pro rata holding of a written request the Term Loans 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 and 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 Administrative Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not 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 Lender shall be liable for any portion of such liabilitiesliability, obligationsobligation, lossesloss, damagesdamage, penaltiespenalty, actionsaction, judgmentsjudgment, suitssuit, costscost, expenses expense or disbursements resulting disbursement results from the Administrative Agent's gross negligence or willful misconduct; provided further that upon misconduct to the consummation extent a court of an assignment competent jurisdiction shall have so determined by a final non-appealable judgment. Each Lender agrees to reimburse the Administrative Agent in the amount of all or any portion its pro rata share (based on its holding 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 thereofTerm Loans) of any reasonable out-of-pocket expenses for which the assigning Lender and (ii) the Administrative Agent consent in writing is entitled to such assignment)receive, the assigning Lender shall be released from its obligations but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 9.4 (or 10.7 shall survive the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shall, in the opinion payment and fulfillment of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity Obligations and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share termination of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103this Agreement.

Right to Indemnity. Each LenderHolder, in proportion to its Pro Rata SharePercentage Interest, severally agrees to indemnify the Agent, to the extent that the Agent shall not have been reimbursed by Borrower or any other Loan Party the Company within 30 ten (10) days of delivery by the Agent to Borrower the Company of a written request for reimbursement, for from and against any and all liabilities, obligations, losses, damagesdamages penalties, penaltiesprotective advances, actions, judgments, suits, costs, expenses (including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever (“Losses”) which may be imposed on, incurred by or asserted against the Agent in performing its responsibilities or duties hereunder or under the other Loan Debentures or any of the Security Documents or otherwise in its capacity as the Agent in any way relating to or arising out of this Agreement Agreement, the Debentures or the other Loan DocumentsSecurity Agreement; provided that no Lender Holder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's ’ s gross negligence or willful misconduct; provided further , unless Agent acted at the direction of Majority Holders. If Agent shall receive any amounts from the Company in reimbursement of expenses with respect to which Agent has previously received payment from any Holders, Agent shall promptly forward to each Holder 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) has made such payment such Holder’s proportionate share of the assigning Lender and (ii) amounts received from the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)Company. 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. The Agent shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103.

Right to Indemnity. Each LenderThe Lenders, in proportion to its their respective Pro Rata Shares (calculated as determined under the definition of “Pro Rata Share” with the Revolving Loan Exposure of any Defaulting Lender excluded from the denominator), severally agrees and not jointly agree to indemnify each Agent (including any sub-agent of Administrative Agent) and the AgentIssuing Lender and their respective Affiliates and their and their respective Affiliates’ respective officers, directors, employees, agents, trustees, attorneys and professional advisors to the extent that the Agent any such Person shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents or the Issuing Lender) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent, the Issuing Lender or such other Person in exercising the powers, rights and remedies of an Agent in or Issuing Lender, as the case may be, or performing its duties of an Agent or Issuing Lender, as the case may be, hereunder or under the other Loan Documents or otherwise in its capacity as the Agent or Issuing Lender, as applicable, in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from the such Agent's ’s gross negligence negligence, bad faith or willful misconduct; provided further that upon the consummation of an assignment of all or any portion misconduct as determined by a final and nonappealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to an Agent, the Agent Issuing Lender, or any other such Person for any purpose shall, in the opinion of such Agent or the AgentIssuing Lender, as the case may be, be insufficient or become impaired, such Agent or the Agent Issuing Lender may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent All amounts due under this subsection 9.4 shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103be payable not later than ten (10) Business Days after demand therefore.

Right to Indemnity. Each LenderPurchaser, in proportion to its Pro Rata Sharepro rata share of the outstanding principal amount of the Notes held by such Purchaser, severally agrees to indemnify the AgentCollateral Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that the Agent any such Person shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementNote Parties, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by the Collateral Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent or such other Person in exercising the powers, rights and remedies of the Collateral Agent or performing its duties of the Collateral Agent hereunder or under the other Loan Note Documents or otherwise in its capacity as the Collateral Agent in any way relating to or arising out of this Agreement or the other Loan Note Documents; provided that no Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Collateral Agent resulting solely from the Collateral Agent's ’s gross negligence negligence, bad faith or willful misconduct; provided further that upon the consummation of an assignment of all or any portion misconduct as determined by a final and nonappealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to the Collateral Agent or any other such Person for any purpose shall, in the opinion of the Collateral Agent, be insufficient or become impaired, the Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent, to the extent that the Agent shall not have been reimbursed by Borrower be fully justified in failing or refusing to take any action under this Agreement or any other Loan Party within 30 days of delivery 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 each Agent to Borrower of a written request ratably in accordance with their Percentages 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 and 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 such Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not 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 Lender shall be liable for any portion of such liabilitiesliability, obligationsobligation, lossesloss, damagesdamage, penaltiespenalty, actionsaction, judgmentsjudgment, suitssuit, costscost, expenses expense or disbursements resulting disbursement results from the such Agent's gross negligence or willful misconduct; provided further that upon . Each Lender agrees to reimburse each Agent in the consummation amount of an assignment its PRO RATA share 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 out-of-pocket expenses for which such Agent consent in writing is entitled to such assignment)receive, the assigning Lender shall be released from its obligations but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 9.4 (or shall survive the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shall, in the opinion payment and fulfillment of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity Obligations and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share termination of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103this Agreement.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Sharepro rata share of the aggregate outstanding principal amount of Loans of all Lenders (or if no Loans are outstanding, the Revolving Loan Commitments of all Lenders), severally agrees to indemnify the each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent (each, an “Indemnitee Agent Party”), to the extent that the such Indemnitee Agent Party shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Loan Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's such Indemnitee Agent Party’s gross negligence or willful misconduct; provided further that upon the consummation of an assignment of all or any portion misconduct as determined by a final, non- appealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to the any Indemnitee Agent Party for any purpose shall, in the opinion of the Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the 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. The ; provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent shall remit to each applicable Lender its allocable Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share of the aggregate outstanding principal amount of Loans of all Lenders; and provided further, this sentence shall not 81 be deemed to require any recovery from Borrower Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or another Loan Party of amounts previously paid by such Lender. 103disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, The Administrative Agent shall be fully justified in proportion failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its Pro Rata Share, severally agrees satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent that the Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days the Borrower, under this Agreement, ratably in accordance with the aggregate Principal Amount of delivery the Loans made by the Agent to Borrower of a written request them 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 resulting 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 ’s gross negligence or willful misconduct; provided 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)provided, the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shallhowever, that, in the opinion of event the Agent, be insufficient or become impairedAdministrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which the Borrower is obligated to pay under this Agreement, the Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Administrative Agent shall remit to each applicable Lender its allocable share the Lenders the amount of any recovery from Borrower or another Loan Party of amounts previously 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. 103.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (determined as of the time such indemnity is sought, it being understood and agreed that if the Maturity Date shall have occurred, with respect to the effected Letters of Credit or Commitments, such determination shall be made immediately prior to giving effect thereto), severally agrees to indemnify the Agenteach Agent (and any affiliate thereof), to the extent that the such Agent (or such affiliate) shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent (or any affiliate thereof) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Agent in any way relating to or arising out of this Agreement or the other Loan Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's ’s (or such affiliate’s) gross negligence or willful misconduct; provided further that upon the consummation misconduct (as determined by a court of an assignment of all or any portion of competent jurisdiction in 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 final and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereofnon-appealable decision). If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided, in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Pro Rata Share thereof (determined as of the time such indemnity is sought, it being understood and agreed that if the Maturity Date shall have occurred, with respect to the Letters of Credit or Commitments, such determination shall be made immediately prior to giving effect thereto); and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each LenderThe Lenders, in proportion to its their respective Pro Rata Shares (calculated as determined under the definition of “Pro Rata Share” with the Revolving Loan Exposure of any Defaulting Lender excluded from the denominator), severally agrees and not jointly agree to indemnify each Agent (including any sub-agent of Administrative Agent) and the AgentIssuing Lender and their respective Affiliates and their and their respective Affiliates’ respective officers, directors, employees, agents, trustees, attorneys and professional advisors to the extent that the Agent any such Person shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agents or the Issuing Lender) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent, the Issuing Lender or such other Person in exercising the powers, rights and remedies of an Agent in or Issuing Lender, as the 135 case may be, or performing its duties of an Agent or Issuing Lender, as the case may be, hereunder or under the other Loan Documents or otherwise in its capacity as the Agent or Issuing Lender, as applicable, in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from the such Agent's ’s gross negligence or willful misconduct; provided further that upon the consummation of an assignment of all or any portion misconduct as determined by a final and nonappealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to an Agent, the Agent Issuing Lender, or any other such Person for any purpose shall, in the opinion of such Agent or the AgentIssuing Lender, as the case may be, be insufficient or become impaired, such Agent or the Agent Issuing Lender may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent All amounts due under this subsection 9.4 shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103be payable not later than ten (10) Business Days after demand therefore.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Sharethe 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 the AgentCollateral Agent and his employees, agents, attorneys, professional advisors and affiliates to the extent that the Agent any such Person shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by pursuant to the Agent to Borrower of a written request for reimbursementterms hereof, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Collateral Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Collateral Agent or such other Persons in exercising the powers, rights and remedies of Collateral Agent in or performing its the duties of Collateral Agent hereunder or under the other Loan Documents or otherwise in its capacity as the 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 Collateral Agent resulting from the Collateral Agent's gross negligence or willful misconduct; provided 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Collateral Agent or other Persons for any purpose shall, in the opinion of the Collateral Agent, be insufficient or become impaired, the Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, each Joint Lead Arranger, the AgentIssuing Bank, the Swingline Lender and each of their respective Related Parties, to the extent that the Agent such Agent, Joint Lead Arranger, Issuing Bank, Swingline Lender or Related Party shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementParty, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent such Agent, Joint Lead Arranger, Issuing Bank, Swingline Lender or Related Party in exercising its powers, rights and remedies or performing its duties and responsibilities hereunder or under the other Loan Documents or otherwise in its capacity as the Agent such Agent, Joint Lead Arranger, Issuing Bank, Swingline Lender or Related Party in any way relating to or arising out of this Agreement or the other Loan Documents; provided that provided, subject to Section 8.03(b)(ii), no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the such Agent's ’s, Joint Lead Arranger’s, Issuing Bank’s, Swingline Lender’s or Related Party’s gross negligence or willful misconduct; provided further that upon the consummation of an assignment of all misconduct 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)material breach. If any indemnity furnished to the Agent any Agent, Joint Lead Arranger, Issuing Bank or Swingline Lender, or any of their respective Related Parties, for any purpose shall, in the opinion of the such Agent, Joint Lead Arranger, Issuing Bank, Swingline Lender or Related Party be insufficient or become impaired, the Agent such Agent, Joint Lead Arranger, Issuing Bank, Swingline Lender or Related Party may call for additional indemnity or advance of funds and cease, or not commence, to do the acts indemnified against until such additional indemnity or advance of funds is furnished. The Agent ; provided, in no event shall remit this sentence require any Lender to each applicable Lender its allocable share indemnify any Agent, Joint Lead Arranger, Issuing Bank or Swingline Lender, or any of their respective Related Parties, against any recovery from Borrower liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or another Loan Party disbursement in excess of amounts previously paid by such Lender’s Pro Rata Share thereof; and provided, further, subject to Section 8.03(b)(ii), this sentence shall not be deemed to require any Lender to indemnify any Agent, Joint Lead Arranger, Issuing Bank or Swingline Lender, or any of their respective Related Parties, against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement that is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s, Joint Lead Arranger’s, Issuing Bank’s, Swingline Lender’s or Related Party’s gross negligence or willful misconduct or material breach. 103178

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the AgentAdministrative Agent and the Collateral Trustee, to the extent that the Administrative Agent or the Collateral Trustee, as applicable, shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent (and without limiting its obligation to Borrower of a written request for reimbursementdo so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, 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 Trustee, 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 Trustee, as applicable, in any way relating to or arising out of this Agreement or the other Loan Documents; provided provided, that no Lender shall be 115 liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's ’s or Collateral Trustee’s own gross negligence or willful misconduct; provided further that upon the consummation of an assignment of all or any portion , as determined by a final, non-appealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to the Administrative Agent or the Collateral Trustee, as applicable, for any purpose shall, in the opinion of the AgentAdministrative Agent or the Collateral Trustee, as applicable, be insufficient or become impaired, the Administrative Agent or the Collateral Trustee, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided, that in no event shall this sentence require any Lender to indemnify the Administrative Agent shall remit to each applicable Lender its allocable share or the Collateral Trustee, as applicable, against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Pro Rata Share thereof; and provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareLender Percentage (determined as of the time that the applicable indemnity payment or unreimbursed amount is sought (or if such indemnity payment or unreimbursed amount is sought after the date on which the Loan has been paid in full, in accordance with its Lender Percentage immediately prior to the date on which the Loan is paid in full)), severally agrees to indemnify the Agent, to the extent that the Agent shall not have been reimbursed by Borrower or (and any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursement, sub-agents thereof) and their respective Related Parties upon demand for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent or any Related Parties thereof in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Transaction Documents or otherwise in its capacity as the Agent in any way relating to or arising out of this Agreement or the other Loan Transaction Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's ’s gross negligence or willful misconduct; provided further that upon , as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Lender hereby authorizes the consummation of an assignment of Agent to set off and apply any and all amounts at any time owing to such Lender under any Transaction Document or otherwise payable by the Agent to such Lender from any source against any amount due to the Agent or any portion of a Lender's interest Related Party thereof 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)8.6. 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; provided, in no event shall this sentence require any Lender to indemnify Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Lender Percentage thereof (determined as of the time that the applicable indemnity payment or unreimbursed amount is sought (or if such indemnity payment or unreimbursed amount is sought after the date on which the Loan has been paid in full, in accordance with its Lender Percentage immediately prior to the date on which the Loan is paid in full)); and provided further, this sentence shall not be deemed to require any Lender to indemnify Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the first sentence of this Section 8.6. The Agent undertaking in this Section 8.6 shall remit to each applicable Lender its allocable share survive the payment of any recovery from Borrower or another Loan Party all Secured Obligations and the resignation and/or replacement of amounts previously paid by such Lender. 103the Agent.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agenteach of Administrative Agent (or any sub-agent thereof), Collateral Agent (or any sub-agent thereof), Swing Line Lender and Issuing Bank, to the extent that Administrative Agent (or any sub-agent thereof), Collateral Agent (or any sub-agent thereof), Swing Line Lender or Issuing Bank, as the Agent case may be, shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent (or any sub-agent thereof), Collateral Agent (or any sub-agent thereof), Swing Line Lender and Issuing Bank, as the Agent case may be, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its respective capacity as the Agent hereunder in any way relating to or arising out of this Agreement or the other Loan Documents; Credit Documents (provided that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, were incurred by or asserted against Administrative Agent (or any such sub-agent), Collateral Agent (or any sub-agent thereof), Swing Line Lender or Issuing Bank in its capacity as such); provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting to the extent they are found in a final, nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the Agent's gross negligence or willful misconduct; provided further that upon the consummation misconduct of an assignment of all Administrative Agent (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 such sub-agent), Collateral Agent (or the applicable percentage any sub-agent thereof) of the assigning Lender and (ii) the Agent consent in writing to such assignment), Swing Line Lender or Issuing Bank, as the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, the Agent case 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 each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103be.

Right to Indemnity. Each Lender, Administrative Agent shall be fully justified in proportion failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its Pro Rata Share, severally agrees satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the AgentAdministrative Agents, to the extent that the Agent shall not have been reimbursed by the US Borrower or any other Loan Party within 30 days the Canadian Borrower under this Agreement, ratably in accordance with the aggregate Principal Amount of delivery the Loans made by the Agent to Borrower of a written request for reimbursementthem (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 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 resulting of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the US Administrative Agent or the Canadian Administrative Agent as agent in any way relating to or arising out of this Agreement, the Notes or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including the costs and expenses which any Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such 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 ’s gross negligence or willful misconduct; provided 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)provided, the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shallhowever, that, in the opinion of event the Agent, be insufficient US Administrative Agent or become impairedthe 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 may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Canadian Administrative Agent shall remit to each applicable Lender its allocable share the Lenders the amount of any recovery from such costs and expenses to the extent subsequently paid by the US Borrower or another Loan Party the Canadian Borrower, as the case may be, such remittance to be in accordance with the proportionate amount of amounts previously paid the indemnification made by such each respective Lender. 103.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareApplicable Percentage, severally agrees to indemnify the AgentAdministrative Agent and each Issuing Bank, to the extent that the Administrative Agent or such Issuing Bank shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementParty, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent or such Issuing Bank 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 such Issuing Bank in any way relating to or arising out of this Agreement Agreement, any Letter of Credit or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's ’s or such Issuing Bank’s gross negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.02) shall constitute gross negligence or willful misconduct; provided 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Administrative Agent or any Issuing Bank for any purpose shall, in the opinion of the AgentAdministrative Agent or such Issuing Bank, be insufficient or become impaired, the Administrative Agent or such Issuing Bank may call for additional indemnity and cease, or not commence, to do the acts indemnified against until 90 such additional indemnity is furnished. The ; provided in no event shall this sentence require any Lender to indemnify the Administrative Agent shall remit to each applicable Lender its allocable share or any Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Applicable Percentage thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent or any Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (determined as of the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the effected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto), severally agrees to indemnify the Agenteach Agent (and any affiliate thereof), to the extent that the such Agent (or such affiliate) shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent (or any affiliate thereof) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Agent in any way relating to or arising out of this Agreement or the other Loan Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's ’s (or such affiliate’s) gross negligence or willful misconduct; provided further that upon the consummation misconduct (as determined by a court of an assignment of all or any portion of competent jurisdiction in 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 final and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereofnon-appealable decision). If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided, in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Pro Rata Share thereof (determined as of the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the effected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto); and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, 120 suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Subject to the next sentence of this paragraph, each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent, to the extent that the Administrative Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementBorrowers, for and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in performing its duties hereunder or under the any other Loan Documents agreements now or hereafter executed in connection herewith or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the such other Loan Documents; agreements, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's ’s gross negligence or willful misconduct; provided 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Administrative Agent for any purpose in connection with its performance of its duties hereunder or under any such other agreements shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The indemnification provided for in this Section 29.4 shall extend to and cover any employees, officers, directors, agents, co-agents, and sub-agents of the Administrative Agent shall remit to each applicable Lender its allocable share that have performed any duties for or on behalf of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103the Administrative Agent hereunder.

Right to Indemnity. Each Lender, The Administrative Agent shall be fully justified in proportion failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its Pro Rata Share, severally agrees satisfaction by the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative Agent, to the extent that the Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days the Borrowers, under this Agreement, ratably in accordance with the aggregate Principal Amount of delivery the Loans made by the Agent to Borrower of a written request for reimbursementthem (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 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 resulting of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent as agent in any way relating to or arising out of this Agreement, the Notes or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including the costs and expenses which either Borrower is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the Administrative Agent's ’s gross negligence or willful misconduct; provided 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)provided, the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shallhowever, that, in the opinion of event the Agent, be insufficient or become impairedAdministrative Agent receives indemnification from the Lenders hereunder with respect to costs and expenses which either Borrower is obligated to pay under this Agreement, the Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Administrative Agent shall remit to each applicable Lender its allocable share the Lenders the amount of any recovery from Borrower or another Loan Party of amounts previously such costs and expenses to the extent subsequently paid by the Borrowers, such remittance to be in accordance with the proportionate amount of the indemnification made by each respective Lender. 103.

Right to Indemnity. Each Lender, The Administrative Agent shall be fully justified in proportion failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its Pro Rata Share, severally agrees satisfaction by the Banks against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Banks agree to indemnify the AgentAgents, to the extent that the Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days the Company under this Agreement, ratably in accordance with the aggregate principal amount of delivery the Loans made by the Agent to Borrower of a written request for reimbursementthem (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 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 resulting of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agents as agents in any way relating to or arising out of this Agreement, the Notes or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including, without limitation, the costs and expenses which the Company is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the any Agent's =s gross negligence or willful misconduct; provided 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)provided, the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shallhowever, that, in the opinion of event an Agent receives indemnification from the AgentBanks hereunder with respect to costs and expenses which the Company is obligated to pay under this Agreement, 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. The Agent shall remit to each applicable Lender its allocable share the Banks the amount of any recovery from Borrower or another Loan Party of amounts previously such costs and expenses to the extent subsequently paid by the Company, such Lender. 103remittance to be in accordance with the proportionate amount of the indemnification made by each respective Bank.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the 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 Agent to Borrower of 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 PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct; provided further PROVIDED 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent 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. The Agent shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareApplicable Percentage, severally agrees to indemnify the each Agent, to the extent that the such Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementParty, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 otherwise in its capacity as the such 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 resulting from the such Agent's ’s gross negligence or willful misconduct; provided further that upon the consummation of an assignment of all or any portion , as determined by a final, non-appealable judgment of a Lender's interest under the Loan Documents court of competent jurisdiction (it being understood and agreed that no action taken in accordance with this Agreement (including without limitation the requirements that (i) directions of the assignee assume all obligations Required Lenders (or the applicable percentage thereofsuch other Lenders as may be required to give such instructions under Section 9.02) of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (constitute gross negligence or the applicable percentage thereofwillful misconduct). If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Applicable Percentage thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

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

Right to Indemnity. Each LenderPurchaser, by its acceptance of a Note, in proportion to its Pro Rata Sharepro rata share, severally agrees to indemnify the Agenteach Agent and their respective Related Parties (each, an “Indemnitee Related Party”), to the extent that the Agent such Indemnitee Related Party shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementNote Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent such Indemnitee Related Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Note Documents or otherwise in its capacity as the Agent such Indemnitee Related Party in any way relating to or arising out of this Agreement or the other Loan Note Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE RELATED PARTY; provided that provided, (x) no Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's such Indemnitee Related Party’s gross negligence or willful misconduct; provided further that upon , as determined by a court of competent jurisdiction in a final, non-appealable order and (y) the consummation of an assignment of all unreimbursed liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, was incurred by or asserted against such Agent (or any portion such sub-agent) in its capacity as such, or against any Indemnitee Related Party of a Lender's interest under any of the Loan Documents in accordance with this Agreement (including without limitation the requirements that (i) the assignee assume all obligations foregoing acting for such Agent (or the applicable percentage thereofany such sub-agent) of the assigning Lender and (ii) the Agent consent in writing to connection with such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)capacity. If any indemnity furnished to the Agent any Indemnitee Related Party for any purpose shall, in the opinion of the Agentsuch Indemnitee Related Party, be insufficient or become impaired, the Agent such Indemnitee Related Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent ; provided, in no event shall remit this sentence require any Purchaser to each applicable Lender its allocable indemnify any Indemnitee Related Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Purchaser’s pro rata share of thereof; and provided further, this sentence shall not be deemed to require any recovery from Borrower Purchaser to indemnify any Indemnitee Related Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or another Loan Party of amounts previously paid by such Lender. 103disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent, to the extent that the Agent shall not have been reimbursed by Borrower be fully justified in failing or refusing to take any action under this Agreement or any other Loan Party within 30 days of delivery 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 each Agent to Borrower of a written request ratably in accordance with their Percentages 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 and 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 such Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not 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 Lender shall be liable for any portion of such liabilitiesliability, obligationsobligation, lossesloss, damagesdamage, penaltiespenalty, actionsaction, judgmentsjudgment, suitssuit, costscost, expenses expense or disbursements resulting disbursement results from the such Agent's gross negligence or willful misconduct; provided further that upon . Each Lender agrees to reimburse each Agent in the consummation amount of an assignment its pro rata share 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 out-of-pocket expenses for which such Agent consent in writing is entitled to such assignment)receive, the assigning Lender shall be released from its obligations but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 9.4 (or 9.7 shall survive the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shall, in the opinion payment and fulfillment of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity Obligations and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share termination of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103this Agreement.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent, to the extent that the Administrative Agent shall not have been reimbursed by Borrower or any other another Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementParty, 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 Administrative Agent in performing its duties 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 resulting from the Administrative Agent's gross negligence or willful misconduct; provided further provided, further, that upon the consummation of an assignment of all if Administrative Agent is subsequently reimbursed by Borrower or any portion of a Lender's interest 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 Loan Documents in accordance with this Agreement (including without limitation the requirements amount actually expended by Administrative Agent therefor, Administrative Agent shall promptly disburse such excess amount to those Lenders that (i) the assignee assume all obligations (or the applicable percentage thereof) of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to made payments under this Section 9.4 (or the applicable percentage thereof)in proportion to their payments hereunder. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Prior Agent shall remit be entitled to each applicable Lender its allocable share the continued protection of any recovery from Borrower or another Loan Party of amounts previously paid by such Lenderthe indemnities provided to the Prior Agent under the Existing Credit Agreement for the period in which it served as agent under the Existing Credit Agreement. 1039.5

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time or, if such indemnity or reimbursement is sought after the date upon which the Loans shall have been paid in full in cash and the Commitments have been terminated, based on each Lender’s Pro Rata Share as in effect immediately prior to such date), severally agrees to indemnify the each Agent, to the extent that the such Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Agent in any way relating to or arising out of this Agreement or the other Loan Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's ’s gross negligence negligence, bad faith or willful misconduct; provided further that upon the consummation of an assignment of all or any portion , as determined by a final, non-appealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided that in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Pro Rata Share thereof; provided, further, that this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender (other than the CP Rate Lender), in proportion to its Pro Rata Share, severally agrees to indemnify the Facility Agent, to the extent that the Facility Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements, whether incurred in a third party action or in an action to enforce this agreement or any other Transaction Document) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Facility Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Transaction Documents or otherwise in its capacity as the Facility Agent in any way relating to or arising out of this Agreement hereof or the other Loan Transaction Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Facility Agent's ’s gross negligence or willful misconduct; provided 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Facility Agent for any purpose shall, in the opinion of the Facility Agent, be insufficient or become impaired, the Facility Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided, in no event shall this sentence require any Lender to indemnify the Facility Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify the Facility Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the each Agent, their respective Affiliates and their respective officers, partners, directors, trustees, employees, attorneys-in-fact, administrators, managers, advisors, representatives and agents of each Agent and its Affiliates, as applicable (each, an “Indemnitee Agent Party”), to the extent that the such Indemnitee Agent Party shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits or other proceedings, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnitee Agent Party (collectively, the Agent “Indemnified Costs”) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Loan Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnified Costs resulting from the Agent's such Indemnitee Agent Party’s gross negligence or willful misconduct; provided further misconduct as determined by a court of competent jurisdiction in a final, non‑appealable order (provided, however, that upon the consummation of an assignment of all or any portion of a Lender's interest under the Loan Documents no action taken in accordance with the direction of the Requisite Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Agreement Section 9.06). Without limitation of the foregoing, each Lender agrees to promptly reimburse each Indemnitee Agent Party promptly upon demand for its Pro Rata Share of any costs and expenses (including without limitation determined as of the requirements time that (i) the assignee assume all obligations (or the applicable percentage thereofunreimbursed expense or indemnity payment is sought) (including, without limitation, reasonable fees and expenses of counsel) payable by Borrower under Section 10.02, to the assigning Lender extent that such Indemnitee Agent Party is not promptly reimbursed for such costs and expenses by the Borrower (ii) provided that such reimbursement by the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations Lenders pursuant to this Section 9.4 (or 9.06 shall not affect the applicable percentage thereofBorrower’s continuing reimbursement obligations with respect thereto). If any indemnity furnished to the any Indemnitee Agent Party for any purpose shall, in the opinion of the Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any Indemnified Costs in excess of such Lender’s Pro Rata Share thereof. The Agent shall remit to each applicable Lender its allocable share In the case of any recovery from Borrower investigation, litigation or another Loan Party of amounts previously paid proceeding giving rise to any Indemnified Costs, this Section 9.06 applies whether any such investigation, litigation or proceeding is brought by such Lender. 103any Lender or any other Person.

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agenteach Agent and each Issuing Bank, to the extent that the such Agent or Issuing Bank shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent or Issuing Bank in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Agent or Issuing Bank in any way relating to or arising out of this Agreement or the other Loan Credit Documents; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's ’s or Issuing Bank’s gross negligence or willful misconduct; provided 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the any Agent or Issuing Bank for any purpose shall, in the opinion of the Agentsuch Agent or Issuing Bank, be insufficient or become impaired, the such Agent or Issuing Bank may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided, in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent or Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the each Agent, Controlled Account Bank and Custodian, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent (each, an “Indemnitee Agent Party”), to the extent that the such Indemnitee Agent Party shall not have been reimbursed by Borrower Company or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementHoldings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of (collectively, “Losses”)of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Loan Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's such Indemnitee Agent Party’s gross negligence or willful misconduct; provided further that upon , as determined by a court of competent jurisdiction in a final non-appealable order. For the consummation avoidance of an assignment of all doubt, any fee, cost and indemnity payment or reimbursement restrictions set forth in Section 2.11 shall not be applicable to any portion of a Lender's interest under Losses to be indemnified by 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), the assigning Lender shall be released from its obligations Lenders pursuant to this Section 9.4 8.6 and, in furtherance of the foregoing, the indemnification obligations of each Lender pursuant to this Section 8.6 shall not be limited by, or subject to, any limitations (including any annual fee, cost and indemnity cap amounts) on payments to the Collateral Agent, Paying Agent, the Custodian or the applicable percentage thereof)Controlled Account Bank under Section 2.11. If any indemnity furnished to the any Indemnitee Agent Party for any purpose shall, in the opinion of the Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the 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. The ; provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent shall remit to each applicable Lender its allocable share Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

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

Right to Indemnity. Each LenderThe Lenders, in proportion to its their respective Pro Rata Shares (calculated as determined under the definition of “Pro Rata Share” with the Revolving Loan Exposure of any Defaulting Lender excluded from the denominator), severally agrees and not jointly agree to indemnify each Agent (including any sub-agent of Administrative Agent) and the AgentIssuing Lender and their respective Affiliates and their and their respective Affiliates’ respective officers, directors, employees, agents, trustees, attorneys and professional advisors to the extent that the Agent any such Person shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (includingwhich, without limitationin the case of counsel, shall be limited to one counsel, and one local counsel in each applicable jurisdiction in which Administrative Agent reasonably determines such local counsel to be necessary, for the Agents, the Issuing Lender and their respective Affiliates and their and their respective Affiliates’ respective officers, directors, employees, agents, trustees, attorneys and professional advisors, taken as a whole, and in the case of actual or perceived conflict, one additional counsel for each group subject to such conflict), including reasonable counsel fees and disbursements) disbursements and fees and disbursements of any financial advisor engaged by Agents or the Issuing Lender or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent, the Issuing Lender or such other Person in exercising the powers, rights and remedies of an Agent in or Issuing Lender, as the case may be, or performing its duties of an Agent or Issuing Lender, as the case may be, hereunder or under the other Loan Documents or otherwise in its capacity as the Agent or Issuing Lender, as applicable, in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct; provided further that upon the consummation of an assignment of all Agent or Issuing Lender (or any portion of their respective Affiliates and their and their respective Affiliates’ respective officers, directors, employees, agents, trustees, attorneys and professional advisors) resulting solely from such Person’s (or their or their respective Affiliates’ respective officers’, directors’, employees’, agents’, trustees’, attorneys’ and professional advisors’) gross negligence, willful misconduct or breach in bad faith as determined by a final and nonappealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to an Agent, the Agent Issuing Lender, or any other such Person for any purpose shall, in the opinion of such Agent or the AgentIssuing Lender, as the case may be, be insufficient or become impaired, such Agent or the Agent Issuing Lender may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent All amounts due under this subsection 9.4 shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103be payable not later than ten (10) Business Days after demand therefore.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareCommitted Percentage, severally agrees to indemnify each of the Arranger, the Documentation Agent and the Administrative Agent, to the extent that the Agent such agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent such 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 the Agent such 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 resulting from the Agentsuch agent's gross negligence or willful misconduct; provided 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Arranger, the Documentation Agent and the Administrative Agent for any purpose shall, in the opinion of the Agentsuch agent, be insufficient or become impaired, the Agent such agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; provided that in no event shall this sentence require any Lender to indemnify the Arranger, the Documentation Agent shall remit to each applicable Lender its allocable share or the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103's Committed Percentage thereof; and provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Arranger, the Documentation Agent or the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the each Agent, Issuing Lender and Swing Line Lender, to the extent that the Agent such Agent, Issuing Lender or Swing Line Lender shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent (and without limiting its obligation to Borrower of a written request for reimbursementdo so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including legal counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent such Agent, Issuing Lender or Swing Line Lender 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 such Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's ’s, Issuing Lender’s or Swing Line Lender’s, as applicable gross negligence or willful misconduct; provided further that upon the consummation of an assignment of all or any portion , as determined by a final, non­appealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to the Agent any Agent, Issuing Lender or Swing Line Lenders, for any purpose shall, in the opinion of the such Agent, Issuing Lender or Swing Line Lender, as applicable, be insufficient or become impaired, the Agent such Agent, Issuing Lender or Swing Line Lender, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent ; provided, that in no event shall remit this sentence require any Lender to each applicable indemnify any Agent, Issuing Lender its allocable share or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s Pro Rata Share thereof; and provided, further, that this sentence shall not be deemed to require any Lender to indemnify any Agent, Issuing Lender or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the each Agent, their respective Affiliates and their respective officers, partners, directors, trustees, employees, attorneys-in-fact, administrators, managers, advisors, representatives and agents of each Agent and its Affiliates, as applicable (each, an “Indemnitee Agent Party”), to the extent that the such Indemnitee Agent Party shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits or other proceedings, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnitee Agent Party (collectively, the Agent “Indemnified Costs”) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Loan Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnified Costs resulting from the Agent's such Indemnitee Agent Party’s gross negligence or willful misconduct; provided further misconduct as determined by a court of competent jurisdiction in a final, non-appealable order (provided, however, that upon the consummation of an assignment of all or any portion of a Lender's interest under the Loan Documents no action taken in accordance with the direction of the Requisite Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Agreement Section 9.06). Without limitation of the foregoing, each Lender agrees to promptly reimburse each Indemnitee Agent Party promptly upon demand for its Pro Rata Share of any costs and expenses (including without limitation determined as of the requirements time that (i) the assignee assume all obligations (or the applicable percentage thereofunreimbursed expense or indemnity payment is sought) (including, without limitation, reasonable fees and expenses of counsel) payable by Borrower under Section 10.02, to the assigning Lender extent that such Indemnitee Agent Party is not promptly reimbursed for such costs and expenses by the Borrower (ii) provided that such reimbursement by the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations Lenders pursuant to this Section 9.4 (or 9.06 shall not affect the applicable percentage thereofBorrower’s continuing reimbursement obligations with respect thereto). If any indemnity furnished to the any Indemnitee Agent Party for any purpose shall, in the opinion of the Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any Indemnified Costs in excess of such Lender’s Pro Rata Share thereof. The Agent shall remit to each applicable Lender its allocable share In the case of any recovery from Borrower investigation, litigation or another Loan Party of amounts previously paid proceeding giving rise to any Indemnified Costs, this Section 9.06 applies whether any such investigation, litigation or proceeding is brought by such Lenderany Lender or any other Person. 103118

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the each Agent, to the extent that the such Agent shall be entitled to be, and shall not have been been, reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Agent in any way relating to or arising out of this Agreement hereof or the other Loan Credit Documents; provided that PROVIDED, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's gross negligence or willful misconduct; provided 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; PROVIDED, in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103's Pro Rata Share thereof; and PROVIDED FURTHER, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each LenderPurchaser, in proportion to its Pro Rata Sharepro rata share of the outstanding principal amount of the Notes held by such Purchaser, severally agrees to indemnify the AgentCollateral Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that the Agent any such Person shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementNote Parties, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by the Collateral Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent or such other Person in exercising the powers, rights and remedies of the Collateral Agent or performing its duties of the Collateral Agent hereunder or under the other Loan Note Documents or otherwise in its capacity as the Collateral Agent in any way relating to or arising out of this Agreement or the other Loan Note Documents; provided that no Lender Purchaser shall be liable for any portion of such 110 liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Collateral Agent resulting solely from the Collateral Agent's ’s gross negligence negligence, bad faith or willful misconduct; provided further that upon the consummation of an assignment of all or any portion misconduct as determined by a final and nonappealable judgment 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to the Collateral Agent or any other such Person for any purpose shall, in the opinion of the Collateral Agent, be insufficient or become impaired, the Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent, to the extent that the Administrative Agent shall not have been reimbursed by Borrower or any other another Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementParty, 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 Administrative Agent in performing its duties 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 resulting from the Administrative Agent's ’s gross negligence or willful misconduct; provided further provided, further, that upon the consummation of an assignment of all if Administrative Agent is subsequently reimbursed by Borrower or any portion of a Lender's interest 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 Loan Documents in accordance with this Agreement (including without limitation the requirements amount actually expended by Administrative Agent therefor, Administrative Agent shall promptly disburse such excess amount to those Lenders that (i) the assignee assume all obligations (or the applicable percentage thereof) of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to made payments under this Section 9.4 (or the applicable percentage thereof)in proportion to their payments hereunder. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent, to the extent that the Agent shall not have been reimbursed by Borrower be fully justified in failing or refusing to take any action under this Agreement or any other Loan Party within 30 days of delivery 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 each Agent to Borrower of a written request ratably in accordance with their Percentages 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 and 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 such Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments or the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any other documents, and either not indemnified by the Borrower pursuant to Section 11.4 or with respect to which the Borrower has failed to fully honor its indemnification obligations under Section 11.4; provided provided, however, that no Lender shall be liable for any portion of such liabilitiesliability, obligationsobligation, lossesloss, damagesdamage, penaltiespenalty, actionsaction, judgmentsjudgment, suitssuit, costscost, expenses expense or disbursements resulting disbursement results from the such Agent's gross negligence or willful misconduct; provided further that upon . Each Lender agrees to reimburse each Agent in the consummation amount of an assignment its pro rata share 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 out-of-pocket expenses for which such Agent consent in writing is entitled to such assignment)receive, the assigning Lender shall be released from its obligations but has not received, reimbursement pursuant to this Agreement. The agreements in this Section 9.4 (or 10.8 shall survive the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shall, in the opinion payment and fulfillment of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity Obligations and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent shall remit to each applicable Lender its allocable share termination of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103this Agreement.

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

Right to Indemnity. Each Lender, The Administrative Agent shall be fully justified in proportion failing or refusing to take any action hereunder or under any agreement executed and delivered pursuant to the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its Pro Rata Share, severally agrees satisfaction by the Banks against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The Banks agree to indemnify the AgentAgents, to the extent that the Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days the Company under this Agreement, ratably in accordance with the aggregate principal amount of delivery the Loans made by the Agent to Borrower of a written request for reimbursementthem (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 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 resulting of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agents as agents in any way relating to or arising out of this Agreement, the Notes or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including, without limitation, the costs and expenses which the Company is obligated to pay under this Agreement but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided no such liability, obligation, damage, penalty, action, judgment, suit, cost, expense or disbursement results from the any Agent's gross negligence or willful misconduct; provided 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)provided, the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the Agent for any purpose shallhowever, that, in the opinion of event an Agent receives indemnification from the AgentBanks hereunder with respect to costs and expenses which the Company is obligated to pay under this Agreement, 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. The Agent shall remit to each applicable Lender its allocable share the Banks the amount of any recovery from Borrower or another Loan Party of amounts previously such costs and expenses to the extent subsequently paid by the Company, such Lender. 103remittance to be in accordance with the proportionate amount of the indemnification made by each respective Bank.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Sharepro rata share of the aggregate outstanding principal amount of Loans of all Lenders (or if no Loans are outstanding, the Revolving Loan Commitments of all Lenders), severally agrees to indemnify the each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent (each, an “Indemnitee Agent Party”), to the extent that the such Indemnitee Agent Party shall not have been reimbursed by the Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementNF Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Indemnitee Agent Party 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 such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided that provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's such Indemnitee Agent Party’s gross negligence or willful misconduct; provided further that upon misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. In addition, without limiting the consummation foregoing, if any Lender or group of an assignment Lenders directs the Administrative Agent to take any action (including any direction pursuant to Section 7 or Section 12 hereof) or refraining from any actions, such Lender (or group of Lenders) in proportion to its pro rata share of the aggregate outstanding principal amount of Loans of all such directing Lenders (or if no Loans are outstanding, the Revolving Loan Commitments of all such directing Lenders), severally agrees to indemnify each Indemnity Agent Party to the extent that such Indemnitee Agent Party shall not have been reimbursed by the Borrower or any other NF Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Indemnitee Agent Party in taking any actions (or refraining from any action) at the direction of such Lender (or group of Lenders), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Indemnitee Agent Party’s gross negligence or willful misconduct as determined by a 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) final, non-appealable judgment of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)a court of competent jurisdiction. If any indemnity furnished to the any Indemnitee Agent Party for any purpose shall, in the opinion of the Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the 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. The ; provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent shall remit to each applicable Lender its allocable Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share of the aggregate outstanding principal amount of Loans of all Lenders; and provided further, this sentence shall not be deemed to require any recovery from Borrower Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or another Loan Party of amounts previously paid by such Lender. 103disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts) (its “Pro Rata Share”), severally agrees to indemnify each Agent and each of its Affiliates, and each of the Agentforegoing’s officers, partners, directors, trustees, employees, advisors, agents and sub-agents, to the extent that the such Agent shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursement(but without limiting such Loan Party’s reimbursement obligations hereunder), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel including fees and disbursementsdisbursements of financial and legal advisors) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent or any of its Affiliates, or any of the Agent foregoing’s officers, partners, directors, trustees, employees, advisors, agents or sub-agents, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the such 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 resulting from the such Agent's ’s gross negligence or willful misconduct; provided further that upon the consummation of an assignment of all or any portion misconduct as determined in a final and non-appealable decision 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) court of the assigning Lender and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)competent jurisdiction. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Xxxxxx’s Pro Rata Share thereof; and provided further this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. The Agent shall remit Without limiting the foregoing, each Xxxxxx agrees to each applicable Lender reimburse the Agents promptly upon demand for its allocable ratable share of any recovery from Borrower out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Agents in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that the Agents are not reimbursed for such expenses by the Company or another Loan Party of amounts previously paid by such LenderParty. 103Amounts payable pursuant to this Section 11.17 shall be payable on demand.

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Shareon a pro rata basis, severally agrees to indemnify the Administrative Agent, L/C Issuers, Swing Line Lenders and the Foreign Currency Lenders, to the extent that the Agent Administrative Agent, L/C Issuers, Swing Line Lenders or the Foreign Currency Lenders shall not have been reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent (and without limiting its obligation to Borrower of a written request for reimbursementdo so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent Administrative Agent, L/C Issuers, Swing Line Lenders or Foreign Currency Lenders in exercising its powers, rights and remedies or performing its duties hereunder or under the other 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 resulting from the Administrative Agent's ’s, an L/C Issuer’s, a Swing Line Lender’s or a Foreign Currency Lender’s, as applicable, gross negligence or willful misconduct; provided further that upon the consummation , as determined by a court of an assignment of all or any portion of competent jurisdiction in 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 final and (ii) the Agent consent in writing to such assignment), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof)non-appealable judgment. If any indemnity furnished to the Agent Administrative Agent, an L/C Issuer, a Swing Line Lender or a Foreign Currency Lender for any purpose shall, in the opinion of the Administrative Agent, such L/C Issuer, such Swing Line Lender or such Foreign Currency Lender, as applicable, be insufficient or become impaired, the Agent Administrative Agent, such L/C Issuer, such Swing Line Lender or such Foreign Currency Lender, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The Agent ; provided that in no event shall remit this sentence require any Lender to each applicable indemnify the Administrative Agent, an L/C Issuer, a Swing Line Lender its allocable share or a Foreign Currency Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103’s pro rata share thereof; and provided, further, that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent, an L/C Issuer, a Swing Line Lender or a Foreign Currency Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent (in the Agentcase of any Holdings Term Loan Lender only, in respect solely of any actions taken by the Collateral Agent in connection with the preservation, protection, collection of, or enforcement against the Collateral), to the extent that the such Agent is required hereunder to be, and shall not have been been, reimbursed by Borrower or any other Loan Party within 30 days of delivery by the Agent to Borrower of a written request for reimbursementCredit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Credit Documents or otherwise in its capacity as the such Agent in any way relating to or arising out of this Agreement hereof or the other Loan Credit Documents; provided that PROVIDED, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's gross negligence or willful misconduct; provided 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), the assigning Lender shall be released from its obligations pursuant to this Section 9.4 (or the applicable percentage thereof). If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The ; PROVIDED, in no event shall this sentence require any Lender to indemnify any Agent shall remit to each applicable Lender its allocable share against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of any recovery from Borrower or another Loan Party of amounts previously paid by such Lender. 103's Pro Rata Share thereof; and PROVIDED FURTHER, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.