Common use of Agent's Reimbursement and Indemnification Clause in Contracts

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing Banks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowers. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders and ESOP ----------------------------------------- Lenders agree to reimburse and indemnify the Agent Agents ratably in proportion to their respective Percentages and the their Pro Rata Shares outstanding balance of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request ESOP Loans held by the Agent) ESOP Lenders (i) for any amounts not reimbursed by the Borrowers Company or any Borrowing Subsidiary for which the such Agent is entitled to reimbursement by the Borrowers Company or any Borrowing Subsidiary under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses not reimbursed by the Company or any Borrowing Subsidiary incurred by the Agent Agents on behalf of the Lenders, Swing Loan Lenders, Issuing Lenders or the Issuing Banks, ESOP Lenders in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents or the ESOP Loan Agreements (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banksincluding reasonable attorneys' fees) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever and not reimbursed by the Company or any Borrowing Subsidiary which may be imposed on, incurred by or asserted against the any Agent in any way relating to or arising out of the Loan Documents or the ESOP Loan Agreements or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks)thereby, or the enforcement of any of the terms of the Loan Documents thereof or of any such other documents, provided that (i) no Lender 117 shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted arisen solely from the gross negligence Gross Negligence or willful misconduct of the such Agent, (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowers. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to ----------------------------------------- reimburse and indemnify the Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment respective Commitments (or, if the Aggregate Commitment has Commitments have been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any in proportion to their Commitments immediately prior to such request by the Agenttermination) (i) for any amounts not reimbursed by the Borrowers Borrower for which the Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Combined Credit Facilities Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Combined Credit Facilities Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Combined Credit Facilities Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Combined Credit Facilities Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, Agent and (ii) any indemnification required pursuant to Section 3.5(vii3.4(vii) of this Agreement or any Related Facility Credit Agreement shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment respective Revolving Credit Commitments (or, if the Aggregate Commitment has Revolving Credit Commitments have been terminated, of the Aggregate Outstanding in proportion to their Revolving Credit ExposureCommitments immediately prior to such termination) (determined as of the date of any such request by the Agent) (ia) for any amounts not reimbursed by the Borrowers Borrower for which the Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Facility Documents, (iib) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Facility Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iiic) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Facility Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Facility Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, Agent and (ii) any indemnification required pursuant to Section 3.5(vii4.5(g) shall, notwithstanding the provisions of this Section 10.811.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 11.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.”

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Revolving Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing Banks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowers. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit and termination of this Agreement.and

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify each of the Agent Agents ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment Lenders' respective Commitments (or, if the Aggregate Commitment has Commitments have been terminated, of the Aggregate Outstanding Credit Exposurein proportion to their Commitments immediately prior to such termination) (determined as of the date of any such request by the Agent) (ia) for any amounts not reimbursed by the Borrowers Domestic Borrower or Canadian Borrower, as applicable, for which either of the Agent Agents is entitled to reimbursement by the Borrowers such Borrower under the Loan Documents, (iib) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent Agents' on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent Agents in connection with any dispute between the Agent Agents and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iiic) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against either of the Agent Agents in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent Agents in connection with any dispute between the Agent Agents and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, Agents and (ii) any indemnification required pursuant to Section 3.5(vii) shall5.11, 5.12, 5.13 or 5.14 may, notwithstanding the provisions of this Section 10.814.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 14.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing Banks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowers. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit and termination of this Agreement.this

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the their Lenders' Pro Rata Shares of the Aggregate Revolving Loan Commitment (or, if the Aggregate Revolving Loan Commitment has been terminated, of the Aggregate Outstanding Revolving Credit Exposure) (determined as of plus the date of any such request by the Agent) Term Loans (i) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers any Credit Party under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, Agent and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to ----------------------------------------- reimburse and indemnify the Administrative Agent and the Syndication Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment Lenders' respective Commitments (or, if the Aggregate Commitment has Commitments have been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any in proportion to their Commitments immediately prior to such request by the Agenttermination) (i) for any amounts not reimbursed by the Borrowers Borrower for which the such Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the such Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the such Agent in connection with any dispute between the such Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the such Agent in connection with any dispute between the such Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or the Syndication Agent, as applicable, (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be ---------------- ------------ paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent no Lender shall reimburse the Lenders be liable for any amounts of the Lenders have paid foregoing to the extent such amounts are subsequently recovered from any of the Borrowersforegoing arose as a result of the syndication of the Aggregate Commitments by the Syndication Agent. The obligations of the Lenders under this Section 10.8 ------------ shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent and any other Indemnitee related to any of the foregoing, ratably in proportion to the their Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers Borrower (i) for which the Agent or any other Indemnitee related to any of the foregoing is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, including for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent Agent, or any other Indemnitee related to any of the foregoing in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, including for any such amounts incurred by or asserted against the Agent Agent, or any other Indemnitee related to any of the foregoing in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence negligence, willful misconduct, or willful misconduct material breach of this Agreement by the Agent, party seeking indemnification and (ii) any indemnification required pursuant to Section 3.5(vii) 3.4 shall, notwithstanding the provisions of this Section 10.810.10, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 10.10 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the each Agent ratably in proportion to the their Lenders’ respective Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers Borrower for which the such Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the such Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the such Agent in connection with any dispute between the such Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the such Agent in connection with any dispute between the such Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by in a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Agent (provided that no action taken in accordance with the Agentdirections of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.8) and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Agent's Reimbursement and Indemnification. The Lenders and the Fronting Banks agree to reimburse and indemnify the Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment respective Commitments (or, if the Aggregate Commitment has Commitments have been terminated, of the Aggregate Outstanding Credit Exposurein proportion to their Commitments immediately prior to such termination) (determined as of the date of any such request by the Agent) (ia) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, (iib) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or and the Issuing Fronting Banks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and Agent, any Lender Lender, any Fronting Bank or between two or more of the Lenders or Issuing and/or the Fronting Banks) and (iiic) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and Agent, any Lender Lender, any Fronting Bank or between two or more of the Lenders or Issuing and/or the Fronting Banks), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender or Fronting Bank shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, Agent and (ii) any indemnification required pursuant to Section 3.5(vii3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender or Fronting Bank in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders and the Fronting Banks under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent, the Syndication Agent and the Co-Documentation Agents ratably in proportion to the their Lenders' Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers Borrower (i) for which the Agent, the Syndication Agent or any Co‑Documentation Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent, the Syndication Agent, or any Co‑Documentation Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, including for any expenses incurred by the Agent or the Syndication Agent in connection with any dispute between the Agent or the Syndication Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever 66 which may be imposed on, incurred by or asserted against the Agent, the Syndication Agent, or any Co‑Documentation Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, including for any such amounts incurred by or asserted against the Agent, the Syndication Agent, or any Co‑Documentation Agent in connection with any dispute between the Agent Agent, the Syndication Agent, the Co-Documentation Agents and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, party seeking indemnification and (ii) any indemnification required pursuant to Section 3.5(vii) 3.4 shall, notwithstanding the provisions of this Section 10.810.10, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 10.10 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the their Lenders' Pro Rata Shares of the Aggregate Revolving Loan Commitment and the Aggregate Credit Linked Deposit (or, if the Aggregate Revolving Loan Commitment has been terminated, of the Aggregate Outstanding Revolving Loan Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers Borrower for which the Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, Agent and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Secured Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent and the Syndication Agent ratably in proportion to the their Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers Borrower for which the Agent or the Syndication Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent or the Syndication Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent or the Syndication Agent in connection with any dispute between the Agent or the Syndication Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent or the Syndication Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent or the Syndication Agent in connection with any dispute between the Agent Agent, the Syndication Agent, and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, party seeking indemnification and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent Agent, the Co-Syndication Agents, the Co-Documentation Agents, and any other Indemnitee related to any of the foregoing, ratably in proportion to the their Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers Borrower (i) for which the Agent Agent, the Co-Syndication Agents, any Co‑Documentation Agent, or any other Indemnitee related to any of the foregoing is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent, the Co-Syndication Agents, or any Co‑Documentation Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, including for any expenses incurred by the Agent or the Co-Syndication Agents in connection with any dispute between the Agent or the Co-Syndication Agents and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent Agent, the Co-Syndication Agents, any Co‑Documentation Agent, or any other Indemnitee related to any of the foregoing in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, including for any such amounts incurred by or asserted against the Agent Agent, the Co-Syndication Agents, any Co‑Documentation Agent, or any other Indemnitee related to any of the foregoing in connection with any dispute between the Agent Agent, the Co-Syndication Agents, the Co-Documentation Agents and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence negligence, willful misconduct, or willful misconduct material breach of this Agreement by the Agent, party seeking indemnification and (ii) any indemnification required pursuant to Section 3.5(vii) 3.4 shall, notwithstanding the provisions of this Section 10.810.10, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 10.10 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment respective Commitments (or, if the Aggregate Commitment has Commitments have been terminated, in proportion to the then outstanding amount of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request Loans held by the AgentLenders) their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrowers Borrower or any Guarantor for which the Administrative Agent is entitled to reimbursement by the Borrowers Borrower or any Guarantor under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Administrative Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) that is not reimbursed by Borrower and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent, (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowers. The obligations of the Lenders under this Section 10.8 13.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to ----------------------------------------- reimburse and indemnify the Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment respective Commitments (or, if the Aggregate Commitment has Commitments have been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any in proportion to their Commitments immediately prior to such request by the Agenttermination) (i) for any amounts not reimbursed by the Borrowers Borrower for which the Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders Lenders, the Swing Line Lender or the Issuing Banks, LC Issuers in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender, LC Issuer or the Swing Line Lender or between two or more of the Lenders or Issuing BanksLenders, LC Issuers and the Swing Line Lender) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender, LC Issuer or the Swing Line Lender or between two or more of the Lenders or Issuing BanksLenders, the LC Issuers and the Swing Line Lender), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-final non- appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of the Agent, (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowers. The obligations of the Lenders under this Section 10.8 11.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations ------------ and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the their Lenders’ Pro Rata Shares of the Aggregate Revolving Loan Commitment (or, if the Aggregate Revolving Loan Commitment has been terminated, of the Aggregate Outstanding Revolving Loan Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers Borrower for which the Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such 95 other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, Agent and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Secured Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent and the Syndication Agent ratably in proportion to the their Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers Borrower for which the Agent or the Syndication Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent or the Syndication Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent or the Syndication Agent in connection with any dispute between the Agent or the Syndication Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent or the Syndication Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent or the Syndication Agent in connection with any dispute between the Agent Agent, the Syndication Agent, and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, party seeking indemnification and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the he provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree To the extent that the Borrower has not otherwise indemnified the Agent pursuant to Section 9.06(b), each Lender severally agrees to reimburse and indemnify the Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment respective Commitments (or, if the Aggregate Commitment has Commitments have been terminated, of the Aggregate Outstanding Credit Exposurein proportion to their Commitments immediately prior to such termination) (determined as of the date of any such request by the Agent) (ia) for any amounts not reimbursed by the Borrowers Borrower for which the Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (iib) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iiic) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-final non- appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, Agent and (ii) any indemnification required pursuant to Section 3.5(vii3.05(g) shall, notwithstanding the provisions of this Section 10.810.08, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowersthereof. The obligations of the Lenders under this Section 10.8 10.08 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to ----------------------------------------- reimburse and indemnify the Administrative Agent and the Syndication Agent ratably in proportion to the their Lenders' respective Pro Rata Shares of the Aggregate Commitment (or, if after the Aggregate Commitment has been terminated, Termination Date or the Conversion Date (whichever is earlier) of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) Exposure (i) for any amounts not reimbursed by the Borrowers Borrower for which the such Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the such Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the such Agent in connection with any dispute between the such Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the such Agent in connection with any dispute between the such Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or the Syndication Agent, as applicable, (ii) any indemnification required pursuant to Section 3.5(vii) ---------------- shall, notwithstanding the provisions of this Section 10.8, be paid by the ------------ relevant Lender in accordance with the provisions thereof and (iii) the Agent no Lender shall reimburse the Lenders be liable for any amounts of the Lenders have paid foregoing to the extent such amounts are subsequently recovered from any of the Borrowersforegoing arose as a result of the syndication of the Aggregate Commitments by the Syndication Agent. The obligations of the Lenders under this Section 10.8 shall ------------ survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent Agent, ratably in proportion to the accordance with their Pro Rata Shares of the Aggregate Commitment respective Percentage Shares: (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) (ia) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, (iib) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing BanksLenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, including for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks) Lenders), and (iiic) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed onupon, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, including for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing BanksLenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT CAUSED, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a finalIN WHOLE OR IN PART, nonBY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT; PROVIDED ONLY THAT NO LENDER SHALL BE OBLIGATED UNDER THIS SECTION TO INDEMNIFY AGENT FOR THAT PORTION, IF ANY, OF ANY LIABILITIES AND COSTS WHICH IS PROXIMATELY CAUSED BY AGENT’S OWN INDIVIDUAL GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT, AS DETERMINED IN A FINAL NON-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the BorrowersAPPEALABLE JUDGMENT. The obligations of the Lenders under this Section 10.8 8.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit Obligations and termination of this Agreement.