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 each Agent, to the extent that such Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against 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 Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Agent's gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAgent and its respective officers, directors, employees or agents to the extent that Agent and such Agent officers, directors, employees or agents shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, suits and reasonable costs and expenses (including including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent and such Agent officers, directors, employees or agents in exercising its or their powers, rights and remedies or performing its or their duties hereunder or under the other Loan Documents or otherwise in its or their capacity as Administrative Agent or Syndication Agentas an officer, as the case may bedirector, employee or agent of 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 any Agent's or such officer's, director's, employee's or agent's gross negligence or willful misconduct. If any indemnity furnished to Agent or any Agent such officer, director, employee or agent for any purpose shall, in the opinion of Agent or such Agentofficer, director, employee or agent be insufficient or become impaired, Agent or such Agent officer, director, employee or agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Agent, to the extent that such Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against 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 Administrative Syndication Agent or Syndication Administrative Agent, as the case may be, 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 any Agent's gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by CompanyBorrower or any other Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by or asserted against Administrative Agent or any other such Agent Persons in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Credit Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Credit Documents; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Administrative Agent resulting from any Administrative Agent's gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Administrative Agent resulting solely from any Administrative Agent's ’s gross negligence negligence, bad faith or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 101

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each AgentAgents, to the extent that such Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent's gross negligence or willful misconduct. If any indemnity furnished to any either Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each the Administrative Agent, to the extent that such the Administrative Agent shall not have been reimbursed by Companythe Borrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent or Syndication Agent, as the case may be, 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 any the Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Administrative Agent, to the extent that such Administrative Agent shall not have been reimbursed by CompanyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Administrative Agent, to the extent that such Administrative Agent shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Priority Secured Loan Documents or otherwise in its capacity as an Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Priority Secured Loan Documents; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any an Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its respective officers, directors, employees or agents to the extent that Administrative Agent and such Agent officers, directors, employees or agents shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, suits and reasonable costs and expenses (including including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent and such Agent officers, directors, employees or agents in exercising its or their powers, rights and remedies or performing its or their duties hereunder or under the other Loan Documents or otherwise in its or their capacity as Administrative Agent or Syndication Agentas an officer, as the case may bedirector, employee or agent of Administrative 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 any Administrative Agent's or such officer's, director's, employee's or agent's gross negligence or willful misconduct. If any indemnity furnished to Administrative Agent or any Agent such officer, director, employee or agent for any purpose shall, in the opinion of Administrative Agent or such Agentofficer, director, employee or agent be insufficient or become impaired, Administrative Agent or such Agent officer, director, employee or agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Administrative Agent resulting solely from any such Administrative Agent's ’s gross negligence negligence, bad faith or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Administrative Agent, to the extent that such Administrative Agent shall not have been reimbursed by Companythe Borrower, and without limiting is obligation to do so, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent or Syndication Agent, as the case may be, 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 any Administrative Agent's ’s gross negligence or willful misconduct. If any indemnity furnished to any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative 187 Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, The Lenders of each Lending Unit in proportion to its their Lending Unit's Pro Rata Share, severally agrees with the Lenders of each other Lending Unit agree to indemnify each AgentAgent (and their respective directors, officers, employees and agents), to the extent that such Agent (or any of their respective directors, officers, employees and agents) shall not have been reimbursed by CompanyCompany or Borrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent (or their respective directors, officers, employees and agents) in exercising its powers, rights and remedies or performing its duties hereunder or under this Agreement or the other Loan Documents or otherwise in its capacity as Administrative such Agent or Syndication Agent, as the case may be, 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 any such Agent's (or any such director's, officer's, employee's or agent's) gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedfurnished but shall not include any losses suffered by an Agent under subsection 2.1C(iv) or otherwise as a result of another Lender's default hereunder.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against 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 Administrative Agent, Syndication Agent or Syndication Documentation Agent, as the case may be, 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 any Agent's gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct 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 Aggregate Pro Rata Share, severally agrees to indemnify each Primary Agent, to the extent that such Primary Agent shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, but not limited to reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent Primary Agent, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication a Primary Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents, as the case may be; PROVIDED provided that no Lender shall be liable to such Primary Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Agent's the gross negligence or willful misconductmisconduct of such Primary Agent. If any indemnity furnished to any Primary Agent for any purpose shall, in the opinion of such Agent, Primary Agent be insufficient or become impaired, such Primary Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and the officers, directors, employees, agents, attorneys, professional advisors and affiliates of each Agent, of them to the extent that any such Agent Person shall not have been reimbursed by CompanyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including reasonable outside counsel fees and disbursementsdisbursements and reasonable fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or and other such Agent Persons in exercising its powers, rights and remedies or performing its duties of an Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Administrative Agent's ’s gross negligence or willful misconduct. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each LenderLender severally agrees to indemnify Agent, in proportion its officers, directors, employees and agents, proportionately to its Pro Rata Share, severally agrees to indemnify each Agent, Share and to the extent that such Agent shall not have been reimbursed by CompanyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan DocumentsAgreement, except in its capacity as a Lender; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Agent's gross negligence or willful misconduct; and provided further that Agent shall not be entitled to be indemnified hereunder for amounts paid by Agent in settlement of litigation prior to final judgment unless such settlement shall be consented to by Requisite Lenders. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against (other than acts constituting Agent's obligations to Lenders hereunder) until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Administrative Agent, Collateral Agent, Documentation Agent and Syndication Agent to the extent that such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent Person in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent, Collateral Agent, Documentation Agent or Syndication Agent, as the case may berespectively, 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 any Agent's the gross negligence or willful misconductmisconduct of the indemnified Person. If any indemnity furnished to any Administrative Agent, Collateral Agent, Documentation Agent or Syndication Agent for any purpose shall, in the opinion of such AgentPerson, be insufficient or become impaired, such Agent Person may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or and other such Agent Persons in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Administrative Agent resulting solely from any Administrative Agent's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Administrative Agent resulting solely from any Administrative Agent's gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Agent, to the extent that such Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Agent's gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. Should Agent receive reimbursement from Company of any amount as to which Agent shall have theretofore received payment from Lenders under this subsection 9.4, Agent shall, to the extent it receives reimbursement from Company, remit to Lenders their ratable share of the amount so reimbursed.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each AgentAgent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by CompanyHoldings (and without limiting Holdings’ obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent or such Agent other Person in exercising its the powers, rights and remedies of Agent or performing its duties of Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Agent resulting solely from any Agent's ’s gross negligence negligence, willful misconduct or willful misconductbreach of obligations as determined by a final non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to Agent or any Agent other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Administrative Agent resulting solely from any Administrative Agent's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Administrative Agent, to the extent that such Administrative Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent, Lead Arranger and their officers, directors, employees, agents, attorneys, professional advisors and each Agentof them, to the extent that any such Agent shall Person has not have been reimbursed by CompanyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its powers, rights and remedies or performing its duties of an Administrative Agent or Lead Arranger hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, Lead Arranger 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 any Administrative Agent's or Lead Arranger's gross negligence or willful misconduct. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and affiliates, to the extent that Administrative Agent or such Agent Person shall not have been reimbursed by CompanyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, 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 solely from any Administrative Agent's gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or and other such Agent Persons in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or 86 Credit Agreement 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 of Administrative Agent resulting solely from any Administrative Agent's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, Lender severally in proportion to accordance with its Pro Rata Share, severally Applicable Percentage agrees to indemnify the Administrative Agent and the officers, directors, employees, agents and advisors and affiliates of each Agent, of them to the extent that such the Administrative Agent shall not have been reimbursed by Companythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents Notes or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan DocumentsAgreement; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any the Administrative Agent's ’s gross negligence or willful misconduct. If any indemnity furnished to any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Administrative Agent, to the extent that such Administrative Agent shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 183 192 resulting from any Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Agent, Agent and Bid Rate Loan Agent to the extent that such Agent or Bid Rate Loan Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel and legal assistants fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent or Bid Rate Loan Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise instruments and agreements referred to herein in its capacity as Administrative Agent or Syndication Agent, as the case may be, Bid Rate Loan Agent in any way relating to or arising out of this Agreement or the other Loan Documentssuch instruments and agreements; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Agent's Agent s or Bid Rate Loan Agent s gross negligence or willful misconduct. If any indemnity furnished to any Agent or Bid Rate Loan Agent for any purpose shall, in the opinion of such Agent or Bid Rate Loan Agent, as the case may be, be insufficient or become impaired, such Agent or Bid Rate Loan Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Administrative Agent, to the extent that such Administrative Agent shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and 109 CREDIT AGREEMENT disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Administrative Agent, to the extent that such Administrative Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent, each AgentJoint Lead Arranger and their officers, directors, employees, agents, attorneys, professional advisors and each of them, to the extent that any such Agent shall Person has not have been and is required to be reimbursed by CompanyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its powers, rights and remedies or performing its duties of an Administrative Agent or Joint Lead Arranger hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, Joint Lead Arranger 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 Administrative Agent’s or any Agent's Joint Lead Arranger’s gross negligence or willful misconduct. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Administrative Agent, to the extent that such Administrative Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 defend, indemnify each Agentand hold harmless Administrative Agent and Sole Lead Arranger and their respective officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent, Sole Lead Arranger or such Agent other Person in exercising its their respective powers, rights and remedies or performing its their respective duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Administrative Agent, Sole Lead Arranger or such other Person resulting solely from any Agent's their respective gross negligence or willful misconductmisconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent, Sole Lead Arranger or any Agent other such Person for any purpose shall, in the opinion of such Agentthereof, be insufficient or become impaired, Administrative Agent, Sole Lead Arranger or such Agent other Person may call for additional indemnity except against gross negligence or willful misconduct 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 each Administrative Agent, to the extent that such Administrative Agent shall not have been reimbursed by Companythe Borrower, and without limiting is obligation to do so, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent or Syndication Agent, as the case may be, 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 any Administrative Agent's ’s gross negligence or willful misconduct. If any indemnity furnished to any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by CompanyBorrower or any other Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by or asserted against Administrative Agent or any other such Agent Persons in exercising its the powers, rights and remedies of Administrative Agent or performing its duties hereunder of Administrative Agent hereunder, under the Seller Subordination Agreement or under the other Loan Credit Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement, the Seller Subordination Agreement or the other Loan Credit Documents; PROVIDED provided that no 106 Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Administrative Agent resulting from any Administrative Agent's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAgent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements on a solicitor and his own client basis, and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or and other such Agent Persons in exercising its the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of an Agent resulting solely from any such Agent's gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent or any Agent other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by CompanyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Administrative Agent resulting solely from any Administrative Agent's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each the Administrative Agent, to the extent that such the Administrative Agent shall not have been reimbursed by Companythe Borrower, for and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Security Documents or otherwise in its capacity as the Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Security Documents; PROVIDED , provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any the Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any the Administrative Agent for any purpose in connection with its performance of its duties hereunder or under any other Security Document shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Administrative Agent resulting solely from any Administrative Agent's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAgent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements on a solicitor and his own client basis, and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or and other such Agent Persons in exercising its the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of an Agent resulting solely from any such Agent's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent or any Agent other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Agentthe Administrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Companythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by the Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent or such Agent other Person in exercising its the powers, rights and remedies of the Administrative Agent or performing its duties of the Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent or Syndication Agent, as the case may be, 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 of the Administrative Agent resulting solely from any the Administrative Agent's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity 101 CHAR1\1732468v1CHAR1\1735441v5 furnished to the Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Agent, to the extent that such Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against 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 Administrative Documentation Agent, Syndication Agent or Syndication Administrative Agent, as the case may be, 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 119 disbursements resulting from any Agent's gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent, each AgentJoint Lead Arranger and their officers, directors, employees, agents, attorneys, professional advisors and each of them, to the extent that any such Agent shall Person has not have been and is required to be reimbursed by CompanyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its powers, rights and remedies or performing its duties of an Administrative Agent or Joint Lead Arranger hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, Joint Lead Arranger 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 Administrative Agent’s or any Agent's Joint Lead Arranger’s gross negligence or willful misconduct. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 155

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Administrative Agent resulting solely from any Administrative Agent's ’s gross negligence negligence, bad faith or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Agentthe Administrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Companythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by the Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent or such Agent other Person in exercising its the powers, rights and remedies of the Administrative Agent or performing its duties of the Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent or Syndication Agent, as the case may be, 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 of the Administrative Agent resulting solely from any the Administrative Agent's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Agent, the Administrative Agent to the extent that such the Administrative Agent shall not have been reimbursed by Companythe Borrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent or Syndication Agent, as the case may be, 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 fees payable pursuant to Section 2.3B or any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any the Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any the Administrative Agent for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Agent, to the extent that such Agent shall not have been reimbursed by CompanyBorrower or another Obligor, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative an Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any such Agent's gross negligence negligence, willful misconduct or willful misconductbreach of contract arising under this Agreement or the other Loan Documents. If any indemnity furnished to any an Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAgent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements on a solicitor and his own client basis, and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or and other such Agent Persons in exercising its the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of an Agent resulting solely from any such Agent's ’s gross negligence or willful misconductmisconduct as determined by a (First Amended and Restated Credit Agreement) final judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent or any Agent other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct 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, Lender severally agrees to indemnify each Collateral Agent, (which indemnity shall survive any termination expiration of the Credit Agreement) to the extent that such Collateral Agent shall not have been reimbursed by CompanyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Collateral Agent in exercising its powers, rights and remedies or performing its duties as Collateral Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan DocumentsAgreement; 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 which are determined by a court of competent jurisdiction in a non-appealable proceeding to have resulted solely from any Collateral Agent's gross negligence or willful misconduct. If any indemnity furnished to any Collateral Agent for any purpose shall, in the opinion of such Collateral Agent, be insufficient or become impaired, such Collateral Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Agent, to the extent that such Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 114 123 costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Agent's gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each Administrative Agent, to the extent that such Administrative Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Term Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Term Loan Documents; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any Administrative Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each DIP Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each AgentDIP Agent and its officers, directors, employees, agents, attorneys, professional advisors and affiliates to the extent that any such Agent Person shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by DIP Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against DIP Agent or and other such Agent Persons in exercising its the powers, rights and remedies of DIP Agent or performing its duties of DIP Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative DIP Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED provided that no DIP Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any DIP Agent's gross negligence or willful misconduct. If any indemnity furnished to DIP Agent or any Agent other such Person for any purpose shall, in the opinion of such DIP Agent, be insufficient or become impaired, such DIP Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAgent and the officers, directors, employees, agents, attorneys, professional advisors and affiliates of Agent to the extent that any such Agent Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses other than with respect to taxes (including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent or and other such Agent Persons in exercising its the powers, rights and remedies of Agent or performing its duties of Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; PROVIDED provided that no Lender shall be liable for any portion of such -------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Agent's gross negligence or willful misconduct. If any indemnity furnished to Agent or any Agent other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion Lender severally agrees to indemnify Administrative Agent proportionately to its Pro Rata Share, severally agrees Share at the time the obligation to indemnify each Agentarises of the aggregate of the Loans outstanding and the Commitments, to the extent that such Administrative Agent shall not have been reimbursed by CompanyBorrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan DocumentsAgreement; PROVIDED provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to any Agent Administrative Agent, for any purpose shall, in the opinion of such Agent, Administrative Agent be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct 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 Aggregate Pro Rata Share, severally agrees to indemnify each Primary Agent, to the extent that such Primary Agent shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including including, but not limited to reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever what- 118 125 soever which may be imposed on, incurred by or asserted against such Agent Primary Agent, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Primary Documentation Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents, as the case may be; PROVIDED provided that no Lender shall be liable to such Primary Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Agent's the gross negligence or willful misconductmisconduct of such Primary Agent. If any indemnity furnished to any Primary Agent for any purpose shall, in the opinion of such Agent, Primary Agent be insufficient or become impaired, such Primary Agent may call for additional indemnity except against gross negligence or willful misconduct 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 each AgentAdministrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent Person shall not have been reimbursed by Companythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 153 costs, expenses (including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or such Agent other Person in exercising its the powers, rights and remedies of Administrative Agent or performing its duties of Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement or the other 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 of Administrative Agent resulting solely from any Administrative Agent's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to Administrative Agent or any Agent other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity except against gross negligence or willful misconduct and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.